As filed with the Securities and Exchange Commission on September 11, 2000
Registration No. 333-43988
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
KOHL'S CORPORATION
(Exact name of Registrant as specified in its charter)
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
Wisconsin (262) 703-7000 39-1630919
(State or other (Address,including zip code, (I.R.S. Employer
jurisdiction and telephone number, including Identification No.)
of incorporation area code, of Registrant's
or organization) principal executive offices)
____________________
William S. Kellogg COPIES TO:
R. Lawrence Montgomery
Kohl's Corporation Peter M. Sommerhauser
N56 W17000 Ridgewood Drive Godfrey & Kahn, S.C.
Menomonee Falls, Wisconsin 53051 780 North Water Street
(262) 703-7000 Milwaukee, Wisconsin 53202
(Name, address, including zip code, (414) 273-3500
and telephone number, including area
code, of agent, for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: From time to time after this Registration
Statement is declared effective.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
dividend or interest reinvestment plans, check the
following box. [X]
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT (1) PRICE (1) FEE
Liquid Yield Option
Notes (Zero Coupon -
Subordinatd) due 2020(2) $551,450,000 57.75% $318,462,375 $84,075
Common Stock,
$.01 par value (3) (3) (3) (4)
(1) Estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(c) on the
basis of the average of the bid and asked prices of the
Liquid Yield Option Notes (Zero Coupon - Subordinated)
on the PORTAL system on August 15, 2000.
(2) LYONs were issued at an original price of $579.12
per $1,000 principal at maturity, which represents an
aggregate initial offering price of $319,355,724 and a
principal amount at maturity of $551,450,000.
(3) Includes 3,946,176 shares of Common Stock issuable
upon conversion of the LYONs at the rate of 7.156
shares of Common Stock per $1,000 principal amount at
maturity of the LYONs. Pursuant to Rule 416 under the
Securities Act, such number of shares of Common Stock
registered hereby shall include an indeterminate number
of shares of Common Stock that may be issued in
connection with a stock split, stock dividend,
recapitalization or similar event.
(4) Paid on August 17, 2000. Pursuant to Rule 457(i),
there is no additional filing fee with respect to the
shares of Common Stock issuable upon conversion of the
LYONs because no additional consideration will be
received in connection with the exercise of the
conversion privilege.
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>
Information in this prospectus is not complete and may be changed.
We may not sell these securities until the Registration Statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and we are not
soliciting offers to buy these securities in any state where
the offer or sale is not permitted.
PROSPECTUS (Subject to Completion)
Dated September 11, 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
Kohl's Corporation issued the LYONs in a private
placement in June 2000 at an issue price of $579.12 per
LYON. This prospectus will be used by selling
securityholders to resell their LYONs and the common
stock issuable upon conversion of their LYONs.
The LYONs are convertible any time prior to maturity
into common stock at a conversion rate of 7.156 shares
of common stock per LYON, subject to adjustment in
certain events.
Kohl's will not pay interest on the LYONs prior to
maturity. The principal amount at maturity of each
LYON is $1,000. The issue price represents a yield to
maturity of 2.75% per year.
Kohl's may redeem all or a portion of the LYONs on or
after June 12, 2003. Holders may require Kohl's to
repurchase their LYONs at a price of $628.57 per LYON
on June 12, 2003 and $761.00 per LYON on June 12, 2020.
In addition, holders may require Kohl's to repurchase
the LYONs upon a change in control on or before June
12, 2003.
Upon the occurrence of a Tax Event, Kohl's may have
interest instead of future original issue discount
accrue on each LYON from the option exercise date at
2.75% per year on the restated principal amount.
Kohl's Corporation's common stock is listed on the New
York Stock Exchange under the symbol "KSS." On
September 8, 2000, the reported last sale price of the
common stock on the New York Stock Exchange was
$62 1/4 per share.
The Securities and Exchange Commission and state
securities regulators have not approved or
disapproved these securities or determined if this
prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
TM Trademark of Merrill Lynch & Co.
, 2000
<PAGE>
ABOUT THIS PROSPECTUS
You should rely only on the information contained
in or incorporated by reference in this prospectus. We
have not authorized anyone else to provide you with
different information. We are not making an offer of
these securities in any state where the offer or sale
is not permitted. The information in this prospectus
is accurate only as of any date of this prospectus.
In this prospectus, the terms "Kohl's", "we" and
"our" mean Kohl's Corporation and its consolidated
subsidiaries, unless otherwise specified.
TABLE OF CONTENTS
Page
Forward-Looking Statements 4
Where You Can Find More Information 4
Summary 6
Use of Proceeds 9
Ratio of Earnings to Fixed Charges 9
Description of Lyons 9
Description of Capital Stock 22
Federal Income Tax Considerations 24
Selling Securityholders 27
Plan of Distribution 36
Legal Matters 37
Experts 37
"Kohl's" is one of our federally registered
service marks. This prospectus also includes or
incorporates references to trademarks and brand names
of other companies.
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements included or incorporated by reference
in this prospectus that are not statements of
historical facts 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 performance 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 the "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;
* the seasonality of our business;
* 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 successfully execute our retailing
concept in new markets;
* our ability to find suitable store sites that we
can acquire on acceptable terms; and
* our ability to continue to hire, train and retain
sufficient numbers of capable and talented associates.
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 means:
* incorporated documents are considered part of this prospectus,
* we are disclosing important information to you by
referring you to those documents, and
* information that we file in the future with the
SEC will automatically update and supersede this prospectus.
We incorporate by reference the documents listed
below and any documents that we file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of this prospectus and before our
offering is complete:
* our annual report on Form 10-K for the fiscal year
ended January 29, 2000;
* our quarterly report on Form 10-Q for the fiscal
quarters ended April 29, 2000 and July 29, 2000;
* our current report on Form 8-K dated June 5, 2000; and
* the description of our common stock contained in
our registration statement filed pursuant to Section
12(b) of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
<PAGE>
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
(262) 703-7000
<PAGE>
SUMMARY
The following summary is qualified in its entirety
by the more detailed information included elsewhere or
incorporated by reference in this prospectus. Because
this is a summary, it may not contain all the
information that may be important to you. You should
read the entire prospectus, including the information
incorporated by reference and the financial data and
related notes, before making an investment decision.
When used in this prospectus, the terms "we," "our" and
"us" refer to Kohl's Corporation and its consolidated
subsidiaries and not to the selling securityholders.
KOHL'S
We currently operate 298 family oriented,
specialty department stores primarily in the Midwest,
Mid-Atlantic and Northeast areas of the United States,
that feature quality, national brand merchandise priced
to provide exceptional value to customers. Our stores
sell moderately priced apparel, shoes, accessories and
home products targeted to middle-income customers
shopping for their families and homes. Kohl's offers a
convenient shopping experience through easily
accessible locations, well laid out stores, central
checkout and good in-stock position which allows the
customer to get in and out quickly. 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 in
three states to 298 stores in 25 states both by
acquiring and converting pre-existing stores and by
opening new stores. From fiscal 1995 to fiscal 1999,
our net sales increased from $1.9 billion to $4.6
billion and our operating income increased from $135.9
million to $448.3 million. Our expansion strategy is
to open a mix of new market, contiguous market and fill-
in stores. This allows us to balance the cost of new
market entry by leveraging advertising, purchasing,
transportation and regional overhead expenses in fill-
in markets. In fiscal 1999, Kohl's opened 46 new
stores which included 25 stores in new markets and 21
stores in fill-in or contiguous markets. New markets
entered included Denver, Colorado with six stores, St.
Louis, Missouri with six stores and Dallas/Ft. Worth,
Texas with 13 stores. Fill-in or contiguous stores
included 11 Midwest, 8 Mid-Atlantic and 2 Southeast
stores.
We believe there is substantial opportunity for
further growth and intend to open approximately 60 new
stores in fiscal 2000. In the first quarter of fiscal
2000, we opened 39 stores including the conversion of
33 stores previously operated by Caldor Corp. in New
York, New Jersey, Connecticut and Maryland. In
addition, we opened four new stores in the Dallas/Fort
Worth, Texas market and one new store each in
Rochester, Minnesota and Arnold, Missouri. In the fall
of 2000, Kohl's plans to open approximately 21
additional stores, entering the Oklahoma market for the
first time with three stores in Tulsa and expansion in
a number of existing markets including Chicago, Denver,
Dallas and New York. Kohl's expansion plan for 2001 is
to open 55-60 new stores, including entering the
Atlanta market with approximately 12 stores.
Our retailing strategy has proven to be readily
transferable to all size markets. For example, we
successfully operate stores in small markets such as
Kalamazoo and Green Bay, intermediate markets such as
Kansas City and Denver and large markets such as
Chicago and Dallas. In addition, our retailing concept
has been successful in multiple retailing formats:
strip shopping centers, community and regional malls
and free-standing stores. We believe the
transferability of our retailing strategy, our
experience in acquiring and converting pre-existing
stores and in building new stores, combined with our
substantial investment in management information
systems, centralized distribution and headquarters
functions provide a solid foundation for further
expansion.
Our principal executive offices are located at N56
W17000 Ridgewood Drive, Menomonee Falls, Wisconsin
53051. Our telephone number at this location is (262)
703-7000.
<PAGE>
The Offering
LYONs $551,450,000 aggregate principal
amount at maturity of LYONs due June
12, 2020. We will not pay interest on
the LYONs prior to maturity. Each
LYON was issued at a price of $579.12
per LYON and has a principal amount at
maturity of $1,000.
Maturity June 12, 2020.
Yield to Maturity of 2.75% per year (computed on a
LYONs semiannual bond equivalent basis)
calculated from June 12, 2000.
Conversion Rights Holders may convert the LYONs at any
time on or before the maturity date,
unless the LYONs have been redeemed or
purchased previously. For each LYON
converted, we will deliver 7.156
shares of our common stock. The
conversion rate may be adjusted for
certain reasons, but will not be
adjusted for accrued original issue
discount. Upon conversion, the holder
will not receive any cash payment
representing accrued original issue
discount; accrued original issue
discount will be deemed paid by the
shares of common stock received by the
holder of LYONs on conversion.
Subordination The LYONs are subordinated to all
existing and future senior
indebtedness of Kohl's. As of April
29, 2000, Kohl's Corporation had
approximately $397 million of senior
indebtedness outstanding, excluding
guarantees of liabilities of
subsidiaries. The term "senior
indebtedness" is defined in the
"Description of LYONs- Subordination"
section of this prospectus. The LYONs
are also effectively subordinated to
all other liabilities, including trade
payables, of Kohl's Corporation's
subsidiaries. As of April 29, 2000,
the subsidiaries of Kohl's Corporation
had approximately $994 million of
liabilities outstanding.
Original Issue Discount We are offering each LYON at an
original issue discount for U.S.
federal income tax purposes equal to
the principal amount at maturity of
each LYON less the issue price to
investors. You should be aware that,
although we will not pay interest on
the LYONs, U.S. investors must include
accrued original issue discount in
their gross income for U.S. federal
income tax purposes prior to the
conversion, redemption, sale or
maturity of the LYONs. This will be
true even if such LYONs are ultimately
not converted, redeemed, sold or paid
at maturity.
Sinking Fund None.
Optional Redemption We may redeem all or a portion of the
LYONs for cash at any time on or after
June 12, 2003, at the redemption
prices set forth in this prospectus.
<PAGE>
Purchase of the LYONs Holders may require us to purchase
by Kohl's at the Option their LYONs on either of the following
of the Holder dates at the following prices:
* on June 12, 2003 at a price of
$628.57 per LYON; and
* on June 12, 2010 at a price of
$761.00 per LYON.
We may choose to pay the purchase
price in cash or shares of common
stock or a combination of cash and
shares of common stock.
Change in Control Upon a change in control of Kohl's
occurring on or before June 12, 2003,
each holder may require us to
repurchase all or a portion of such
holder's LYONs at a price equal to the
issue price of such LYONs plus accrued
original issue discount to the date of
repurchase. The term "change in
control" is defined in the
"Description of LYONs-Change in
Control Permits Purchase of LYONs at
the Option of the Holder" section of
this prospectus.
Optional Conversion to From and after the occurrence of a Tax
Semiannual Coupon Notes Event, at the option of Kohl's,
upon Tax Event interest instead of future original
issue discount shall accrue on each
LYON from the option exercise date at
2.75% per year on the restated
principal amount and shall be payable
semiannually on each interest payment
date to holders of record at the close
of business on each regular record
date immediately preceding such
interest payment date. Interest will
be computed on the basis of a 360-day
year comprised of twelve 360-day
months and will accrue from the most
recent date to which interest has been
paid or, if no interest has been paid,
the option exercise date. In such
event, the redemption price, purchase
price and change in control purchase
price shall be adjusted as described
in this prospectus. However, there
will be no changes in the holder's
conversion rights.
Use of Proceeds Kohl's will not receive any of the
proceeds from the sale by any selling
securityholder of the LYONs or the
underlying common stock.
DTC Eligibility The LYONs were issued in fully
registered book-entry form and are
represented by one or more permanent
global LYONs without coupons deposited
with a custodian for and registered in
the name of a nominee of DTC in New
York, New York. Beneficial interests
in any such global LYONs are shown in,
and transfers of such LYONs will be
effected only through, records
maintained by DTC and its direct and
indirect participants, and any such
interest may not be exchanged for
certificated LYONs, except in limited
circumstances described in this
prospectus. Settlement and all
secondary market trading activity for
the LYONs will be in same day funds.
Trading The LYONs issued in the initial
private placement are eligible for
trading in the PORTAL system.
However, LYONs sold using this
prospectus will no longer be eligible
for trading in the PORTAL system. The
common stock is traded on the New York
Stock Exchange under the symbol "KSS."
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale by
any selling securityholders of the LYONs or the
underlying common stock.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
Fiscal Year Ended(a) Six Months Ended
February 3, February 1, January 31, January 30, January 29, July 31, July 29,
1996(b) 1997 1998 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings 4.96x(d) 4.94x 5.06x 5.99x 6.03x 4.64x 4.41x
to fixed charges(c)
</TABLE>
__________
(a) Our fiscal year ends on the Saturday closest to January 31.
(b) Fiscal year 1995 contained 53 weeks.
(c) 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.
(d) Excluding the credit operations non-recurring
expense of $14.1 million, the ratio of earnings to
fixed charges would be 5.40x.
DESCRIPTION OF LYONS
The LYONs were issued under an indenture, dated
June 12, 2000, between us and The Bank of New York.
The following summary is not complete. You should look
at the indenture that has been filed as an exhibit to
this registration statement. As used in this
description, the words "we," "us," "our" or "Kohl's" do
not include any current or future subsidiary of Kohl's
Corporation.
General
We issued $551,450,000 aggregate principal amount
at maturity of LYONs in the June 2000 private
placement. The LYONs will mature on June 12, 2020.
The principal amount at maturity of each LYON is
$1,000. The LYONs are payable at the office of the
paying agent, which initially will be an office or
agency of the trustee, or an office or agency
maintained by us for such purpose, in the Borough of
Manhattan, The City of New York.
The LYONs were offered at a substantial discount
from their principal amount at maturity. See "Federal
Income Tax Considerations-Original Issue Discount."
Except as described below, we will not make periodic
payments of interest on the LYONs. Each LYON was
issued at an issue price of $579.12 per LYON. However,
the LYONs will accrue original issue discount while
they remain outstanding. Original issue discount is
the difference between the issue price and the
principal amount at maturity of a LYON. The
calculation of the accrual of original issue discount
will be on a semiannual bond equivalent basis using a
360-day year composed of twelve 30-day months. The
issue date for the LYONs and the commencement date for
the accrual of original issue discount was June 12,
2000.
Maturity, conversion, purchase by us at the option
of a holder or redemption of a LYON will cause original
issue discount and interest, if any, to cease to accrue
on such LYON under the indenture. We may not reissue a
LYON that has matured or been converted, purchased by
us at the option of a holder, redeemed or otherwise
cancelled, except for registration of transfer,
exchange or replacement of such LYON.
LYONs may be presented for conversion at the
office of the conversion agent, and for exchange or
registration of transfer at the office of the
registrar, each such agent initially being the trustee.
<PAGE>
Book-Entry Form
The LYONs were issued in the form of a global
security held in book-entry form. DTC or its nominee
is the sole registered holder of the LYONs for all
purposes under the indenture. Owners of beneficial
interests in the LYONs represented by the global
security hold such interests pursuant to the procedures
and practices of DTC. As a result, owners of
beneficial interests must exercise any rights in
respect of their interests, including any right to
convert or require repurchase of their interests, in
accordance with the procedures and practices of DTC.
Beneficial owners are not holders and are not entitled
to any rights under the global security or the
indenture provided to the holders of the LYONs. Kohl's
and the trustee, and any of their respective agents,
may treat DTC as the sole holder and registered owner
of the global security.
Certificated LYONs may be issued in exchange for
beneficial interests in LYONs represented by the global
security only in the limited circumstances set forth in
the indenture.
Transfer or Exchange
No service charge will be made for any
registration of transfer or exchange of LYONs.
However, we may require the holder to pay any tax,
assessment or other governmental charge payable as a
result of such transfer or exchange.
Subordination
Indebtedness evidenced by the LYONs is
subordinated in right of payment, as set forth in the
indenture, to the prior payment in full of all existing
and future senior indebtedness of Kohl's. Upon any
payment or distribution of assets of Kohl's to its
creditors upon any dissolution, winding up, liquidation
or reorganization, whether voluntary or involuntary, or
in bankruptcy, insolvency, receivership or other
similar proceedings, the holders of all senior
indebtedness shall first be entitled to receive payment
in full of all amounts due or to become due thereon, or
payment of such amounts shall have been provided for,
before the holders of the LYONs shall be entitled to
receive any payment or distribution with respect to any
LYONs.
By reason of the subordination described in this
prospectus, in the event of insolvency, upon any
distribution of the assets of Kohl's, (i) the holders
of the LYONs will be required to pay over their share
of such distribution to the trustee in bankruptcy,
receiver or other person distributing the assets of
Kohl's for application to the payment of senior
indebtedness remaining unpaid, to the extent necessary
to pay all holders of senior indebtedness in full, and
(ii) unsecured creditors of Kohl's who are not holders
of LYONs or holders of senior indebtedness of Kohl's
may recover less, ratably, than holders of senior
indebtedness of Kohl's and may recover more, ratably
than the holders of LYONs.
In addition, no payment of the principal amount at
the maturity of the LYONs (or if the LYONs have been
converted to semiannual coupon notes following a Tax
Event, as described below, the restated principal
amount, as described below), issue price, accrued
original issue discount, redemption price, change in
control purchase price or interest, if any, with
respect to any LYONs may be made by Kohl's, nor may
Kohl's pay cash with respect to the purchase price of
any LYONs (other than for fractional shares) or acquire
any LYONs for cash or property (except as set forth in
the indenture) if (i) any payment default on any senior
indebtedness has occurred and is continuing beyond any
applicable grace period or (ii) any default (other than
a payment default) with respect to senior indebtedness
occurs and is continuing that permits the acceleration
of the maturity thereof and such default is either the
subject of judicial proceedings or Kohl's receives a
written notice of such default from the holders of such
senior indebtedness (a "senior indebtedness default
notice"). Notwithstanding the foregoing, payments with
respect to the LYONs may resume and Kohl's may acquire
LYONs when (a) the default with respect to the senior
indebtedness is cured or waived or (b) in the case of a
default described in (ii) above, 179 or more days pass
after notice of the default is received by Kohl's,
provided that the terms of the indenture otherwise
permit the payment or acquisition of the LYONs at that
time. If Kohl's receives a senior indebtedness default
notice, then a similar notice received within nine
months thereafter relating to the same default on the
same issue of senior indebtedness shall not be
effective to prevent the payment or acquisition of the
LYONs as provided above. In addition, no payment may
be made on the LYONs if any LYONs are declared due and
payable prior to their stated maturity by reason of the
occurrence of an event of default until the earlier of
(i) 120 days after the date of such acceleration or
(ii) the payment in full of all senior indebtedness,
but only if such payment is then otherwise permitted
under the terms of
<PAGE>
the indenture. Notwithstanding the
foregoing, upon the expiration of any payment blockage
period described above, holders of the LYONs are
required to pay over any amounts collected by such
holders of senior indebtedness to the extent necessary
to pay all holders of senior indebtedness in full.
The term "senior indebtedness" of Kohl's means the
principal, premium (if any) and unpaid interest on all
present and future (i) indebtedness of Kohl's for
borrowed money, (ii) obligations of Kohl's evidenced by
bonds, debentures, notes or similar instruments, (iii)
obligations of Kohl's under (a) interest rate swaps,
caps, collars, options, and similar arrangements, (b)
any foreign exchange contract, currency swap contract,
futures contract, currency option contract, or other
foreign currency hedge, and (c) credit swaps, caps,
floors, collars and similar arrangements, (iv)
indebtedness incurred, assumed or guaranteed by Kohl's
in connection with the acquisition by it or a
subsidiary of Kohl's of any business, properties or
assets (except purchase-money indebtedness classified
as accounts payable under generally accepted accounting
principles), (v) all obligations and liabilities
(contingent or otherwise) in respect of leases of
Kohl's required, in conformity with generally accepted
accounting principles, to be accounted for as
capitalized lease obligations on the balance sheet of
Kohl's and all obligations and liabilities (contingent
or otherwise) under any lease or related document
(including a purchase agreement) in connection with the
lease of real property which provides that Kohl's is
contractually obligated to purchase or cause a third
party to purchase the leased property and thereby
guarantee a minimum residual value of the leased
property to the lessor and the obligations of Kohl's
under such lease or related document to purchase or to
cause a third party to purchase such leased property,
(vi) reimbursement obligations of Kohl's in respect of
letters of credit relating to indebtedness or other
obligations of Kohl's that qualify as indebtedness or
obligations of the kind referred to in clauses (i)
through (v) above, and (vii) obligations of Kohl's
under direct or indirect guarantees in respect of, and
obligations (contingent or otherwise) to purchase or
otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations
of others of the kinds referred to in clauses (i)
through (vi) above, in each case unless in the
instrument creating or evidencing the indebtedness or
obligation or pursuant to which the same is outstanding
it is provided (1) that such indebtedness or obligation
is not senior in right of payment to the LYONs or (2)
that such indebtedness or obligation is subordinated to
any other indebtedness or obligation of Kohl's, unless
such indebtedness or obligation expressly provides that
such indebtedness or obligations be senior in right of
payment to the LYONs. The indenture does not restrict
Kohl's from incurring additional indebtedness,
including senior indebtedness. At April 29, 2000,
Kohl's had approximately $397 million of senior
indebtedness outstanding, excluding guarantees of
liabilities of subsidiaries.
The LYONs are effectively subordinated to all
existing and future liabilities of Kohl's subsidiaries.
Any right of Kohl's to participate in any distribution
of the assets of any of its subsidiaries upon the
liquidation, reorganization or insolvency of such
subsidiary (and the consequent right of the holders of
the LYONs to participate in those assets) is subject to
the claims of the creditors (including trade creditors)
of such subsidiary, except to the extent that claims of
Kohl's itself as a creditor of such subsidiary may be
recognized, in which case the claims of Kohl's would
still be subordinate to any security interest in the
assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by Kohl's. At April 29,
2000, subsidiaries of Kohl's had approximately $994
million of liabilities outstanding.
Conversion Rights
A holder may convert a LYON, in multiples of
$1,000 principal amount at maturity, into common stock
at any time before the close of business on June 12,
2020. However, a holder may convert a LYON only until
the close of business on the redemption date if we call
a LYON for redemption. A LYON for which a holder has
delivered a purchase notice or a change in control
purchase notice requiring us to purchase the LYON may
be converted only if such notice is withdrawn in
accordance with the indenture.
The conversion rate is 7.156 shares of common
stock per LYON, subject to adjustment upon the
occurrence of certain events described below. We will
pay cash for any fractional share in an amount equal to
the Sale Price (as defined below) on the trading day
immediately preceding the conversion date.
On conversion of a LYON, a holder will not receive
any cash payment representing accrued original issue
discount. Our delivery to the holder of the fixed
number of shares of common stock into which the LYON is
convertible, together with any cash payment for
fractional shares, will be deemed:
-to satisfy our obligation to pay the principal
amount at maturity of the LYON; and
<PAGE>
-to satisfy our obligation to pay accrued
original issue discount attributable to the
period from the issue date through the
conversion date.
As a result, accrued original issue discount is
deemed to be paid in full rather than cancelled,
extinguished or forfeited.
The conversion rate will not be adjusted for such
accrued original issue discount. A certificate for the
number of full shares of common stock into which any
LYON is converted, together with any cash payment for
fractional shares, will be delivered through the
conversion agent as soon as practicable following the
conversion date. For a discussion of the tax treatment
of a holder receiving common stock upon conversion, see
"Federal Income Tax Considerations-Disposition or
Conversion."
To convert a LYON into shares of common stock, a
holder must:
-complete and manually sign the conversion notice
on the back of the LYON or complete and manually sign a
facsimile of the conversion notice and deliver the
conversion notice to the conversion agent;
-surrender the LYON to the conversion agent;
-if required by the conversion agent, furnish
appropriate endorsements and transfer documents; and
-if required, pay all transfer or similar taxes.
Pursuant to the indenture, the date on which all
of the foregoing requirements have been satisfied is
the conversion date.
The conversion rate will be adjusted for:
-dividends or distributions on common stock
payable in common stock or other capital stock;
-subdivisions, combinations or certain
reclassifications of common stock;
-distributions to all holders of common stock of
certain rights to purchase common stock for a
period expiring within 60 days at less than the
Sale Price at the time; and
-distributions to such holders of our assets or
debt securities or certain rights to purchase
our securities (excluding cash dividends or
other cash distributions from current or
retained earnings unless the annualized amount
thereof per share exceeds 10% of the Sale Price
on the day preceding the date of declaration of
such dividend or other distribution).
However, no adjustment need be made if holders may
participate in the transaction or in certain other
cases. In cases where the fair market value of assets,
debt securities or certain rights, warrants or options
to purchase our securities distributed to shareholders
- equals or exceeds the average quoted price of the
common stock, or
- such average quoted price exceeds the fair market
value of such assets, debt securities or rights,
warrants or options so distributed by less than $1.00,
rather than being entitled to an adjustment in the
conversion rate, the holder of a LYON will be entitled
to receive upon conversion, in addition to the shares
of common stock, the kind and amount of assets, debt
securities or rights, warrants or options comprising
the distribution that such holder would have received
if such holder had converted such LYON immediately
prior to the record date for determining the
shareholders entitled to receive the distribution.
If the shareholders rights plan under which any
rights are issued provides that each share of common
stock issued upon conversion of LYONs at any time prior
to the distribution of separate certificates
representing such rights will be entitled to receive
such rights, there shall not be any adjustment to the
conversion privilege or conversion rate as a result of:
<PAGE>
-the issuance of the rights;
-the distribution of separate certificates
representing the rights;
-the exercise or redemption of such rights in
accordance with any rights agreement; or
-the termination or invalidation of the rights.
The indenture permits us to increase the
conversion rate from time to time.
If we are party to a consolidation, merger or
binding share exchange or a transfer of all or
substantially all of our assets, the right to convert a
LYON into common stock may be changed into a right to
convert it into the kind and amount of securities, cash
or other assets of Kohl's or another person which the
holder would have received if the holder had converted
the holder's LYONs immediately prior to the
transaction.
Holders of the LYONs may, in certain
circumstances, be deemed to have received a
distribution subject to federal income tax as a
dividend in the amount of:
-a taxable distribution to holders of common
stock which results in an adjustment of the
conversion rate; or
-an increase in conversion rate at our
discretion.
See "Federal Income Tax Considerations-Constructive Dividend."
If we exercise our option to have interest instead
of original issue discount accrue on a LYON following a
Tax Event, the holder will be entitled on conversion to
receive the same number of shares of common stock the
holder would have received if we had not exercised such
option.
If we exercise this option, LYONs surrendered for
conversion by a holder during the period from the close
of business on any regular record date to the opening
of business of the next interest payment date, except
for LYONs to be redeemed on a date within this period
or on the next interest payment date, must be
accompanied by payment of an amount equal to the
interest that the registered holder is to receive on
the LYON.
Except where LYONs surrendered for conversion must
be accompanied by payment as described above, we will
not pay interest on converted LYONs on any interest
payment date subsequent to the date of conversion. See
"-Optional Conversion to Semiannual Coupon Note upon
Tax Event."
Redemption of LYONs at the Option of Kohl's
No sinking fund is provided for the LYONs. Prior
to June 12, 2003, the LYONs will not be redeemable at
our option. Beginning on June 12, 2003, we may redeem
the LYONs for cash as a whole at any time, or from time
to time in part. We will give not less than 15 days
nor more than 60 days notice of redemption by mail to
holders of LYONs.
The table below shows redemption prices of a LYON
on June 12, 2003, at each June 12 thereafter prior to
maturity and at maturity on June 12, 2020. These
prices reflect the accrued original issue discount
calculated to each such date. The redemption price of
a LYON redeemed between such dates would include an
additional amount reflecting the additional original
issue discount accrued since the next preceding date in
the table.
<PAGE>
(2) Accrued
Original (3) Redemption
(1) LYON Issue Discount Price
Redemption Date Issue Price at 2.75% (1) + (2)
June 12, 2003 $579.12 $ 49.45 $628.57
June 12, 2004 579.12 66.85 645.97
June 12, 2005 579.12 84.74 663.86
June 12, 2006 579.12 103.12 682.24
June 12, 2007 579.12 122.01 701.13
June 12, 2008 579.12 141.43 720.55
June 12, 2009 579.12 161.38 740.50
June 12, 2010 579.12 181.88 761.00
June 12, 2011 579.12 202.95 782.07
June 12, 2012 579.12 224.60 803.72
June 12, 2013 579.12 246.86 825.98
June 12, 2014 579.12 269.73 848.85
June 12, 2015 579.12 293.23 872.35
June 12, 2016 579.12 317.39 896.51
June 12, 2017 579.12 342.21 921.33
June 12, 2018 579.12 367.72 946.84
June 12, 2019 579.12 393.94 973.06
At stated maturity 579.12 420.88 1,000.00
If converted to semiannual coupon notes following
the occurrence of a Tax Event, the LYONs will be
redeemable at the restated principal amount plus
accrued and unpaid interest from the date of the
conversion through the redemption date. However, in no
event may the LYONs be redeemed prior to June 12, 2003.
See "-Optional Conversion to Semiannual Coupon Note
Upon Tax Event."
If less than all of the outstanding LYONs are to
be redeemed, the trustee shall select the LYONs to be
redeemed in principal amounts at maturity of $1,000 or
integral multiples of $1,000. In this case, the
trustee may select the LYONs by lot, pro rata or by any
other method the trustee considers fair and
appropriate. If a portion of a holder's LYONs is
selected for partial redemption and the holder converts
a portion of the LYONs, the converted portion shall be
deemed to be the portion selected for redemption.
Purchase of LYONs at the Option of the Holder
On the purchase dates of June 12, 2003 and June
12, 2010, we will, at the option of the holder, be
required to purchase any outstanding LYON for which a
written purchase notice has been properly delivered by
the holder and not withdrawn, subject to certain
additional conditions. Holders may submit their LYONs
for purchase to the paying agent at any time from the
opening of business on the date that is 20 business
days prior to such purchase date until the close of
business on such purchase date.
The purchase price of a LYON will be:
-$628.57 per LYON on June 12, 2003; and
-$761.00 per LYON on June 12, 2010.
These purchase prices equal the issue price plus
accrued original issue discount to the purchase dates.
We may, at our option, elect to pay the purchase
price in cash or shares of common stock, or any
combination thereof. For a discussion of the tax
treatment of a holder receiving cash, common stock or
any combination thereof, see "Federal Income Tax
Considerations-Disposition or Conversion."
If prior to a purchase date the LYONs have been
converted to semiannual coupon LYONs following the
occurrence of a Tax Event, the purchase price will be
equal to the restated principal amount plus accrued and
unpaid interest from the date of the conversion to the
purchase date. See "-Optional Conversion to Semiannual
Coupon Note Upon Tax Event."
<PAGE>
We will be required to give notice on a date not
less than 20 business days prior to each purchase date
to all holders at their addresses shown in the register
of the registrar, and to beneficial owners as required
by applicable law, stating among other things:
-whether we will pay the purchase price of LYONs
in cash or common stock or any combination
thereof, specifying the percentages of each;
-if we elect to pay in common stock the method of
calculating the Market Price of the common
stock; and
-the procedures that holders must follow to
require us to purchase their LYONs.
The purchase notice given by each holder electing
to require us to purchase LYONs shall state:
-the certificate numbers of the holder's LYONs to
be delivered for purchase;
-the portion of the principal amount at maturity
of LYONs to be purchased, which must be $1,000
or an integral multiple of $1,000;
-that the LYONs are to be purchased by us
pursuant to the applicable provisions of the
LYONs; and
-in the event we elect, pursuant to the notice
that we are required to give, to pay the
purchase price in common stock, in whole or in
part, but the purchase price is ultimately to be
paid to the holder entirely in cash because any
of the conditions to payment of the purchase
price or portion of the purchase price in common
stock is not satisfied prior to the close of
business on the purchase date, as described
below, whether the holder elects:
(1) to withdraw the purchase notice as to some or all
of the LYONs to which it relates, or
(2) to receive cash in respect of the entire purchase
price for all LYONs or portions of LYONs subject to
such purchase notice.
If the holder fails to indicate the holder's
choice with respect to the election described in the
final bullet point above, the holder shall be deemed to
have elected to receive cash in respect of the entire
purchase price for all LYONs subject to the purchase
notice in these circumstances. For a discussion of the
tax treatment of a holder receiving cash instead of
common stock, see "Federal Income Tax
Considerations-Disposition or Conversion."
Any purchase notice may be withdrawn by the holder
by a written notice of withdrawal delivered to the
paying agent prior to the close of business on the
purchase date.
The notice of withdrawal shall state:
-the principal amount at maturity being
withdrawn;
-the certificate numbers of the LYONs being
withdrawn; and
-the principal amount at maturity, if any, of the
LYONs that remains subject to the purchase
notice.
If we elect to pay the purchase price, in whole or
in part, in shares of common stock, the number of
shares of common stock to be delivered by us shall be
equal to the portion of the purchase price to be paid
in common stock divided by the Market Price of a share
of common stock.
We will pay cash based on the Market Price for all
fractional shares of common stock in the event we elect
to deliver common stock in payment, in whole or in
part, of the Purchase Price. See "Federal Income Tax
Considerations-Disposition or Conversion."
The "Market Price" means the average of the Sale
Prices of the common stock for the five trading day
period ending on (if the third business day prior to
the applicable purchase date is a trading day, or if
not, then on the last trading day prior to) the third
business day prior to the applicable purchase date,
appropriately adjusted to
<PAGE>
take into account the occurrence, during the period
commencing on the first of such trading days during
such five trading day period and ending on such purchase
date, of certain events that would result in an adjustment
of the conversion rate with respect to the common stock.
The "Sale Price" of the common stock on any date
means the closing per share sale price (or if no
closing sale price is reported, the average of the bid
and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices)
on such date as reported in composite transactions for
the principal United States securities exchange on
which the common stock is traded or, if the common
stock is not listed on a United States national or
regional securities exchange, as reported by the Nasdaq
System.
Because the Market Price of the common stock is
determined prior to the applicable purchase date,
holders of LYONs bear the market risk with respect to
the value of the common stock to be received from the
date such Market Price is determined to such purchase
date. We may pay the purchase price or any portion of
the purchase price in common stock only if the
information necessary to calculate the Market Price is
published in a daily newspaper of national circulation.
Upon determination of the actual number of shares
of common stock in accordance with the foregoing
provisions, we will publish such information on our web
site on the World Wide Web.
Our right to purchase LYONs, in whole or in part,
with common stock is subject to our satisfying various
conditions, including:
-the registration of the common stock under the
Securities Act and the Exchange Act, if
required; and
-any necessary qualification or registration
under applicable state securities law or the
availability of an exemption from such
qualification and registration.
If such conditions are not satisfied with respect
to a holder prior to the close of business on the
purchase date, we will pay the purchase price of the
LYONs of the holder entirely in cash. See "Federal
Income Tax Considerations-Disposition or Conversion."
We may not change the form or components or percentages
of components of consideration to be paid for the LYONs
once we have given the notice that we are required to
give to holders of LYONs, except as described in the
first sentence of this paragraph.
In connection with any purchase offer, we will:
-comply with the provisions of Rule 13e-4, Rule
14e-1 and any other tender offer rules under the
Exchange Act which may then be applicable; and
-file Schedule TO or any other required schedule
under the Exchange Act.
Payment of the purchase price for a LYON for which
a purchase notice has been delivered and not validly
withdrawn is conditioned upon delivery of the LYON,
together with necessary endorsements, to the paying
agent at any time after delivery of the purchase
notice. Payment of the purchase price for the LYON
will be made promptly following the later of the
purchase date or the time of delivery of the LYON.
If the paying agent holds money or securities
sufficient to pay the purchase price of the LYON on the
business day following the purchase date in accordance
with the terms of the indenture, then, immediately
after the purchase date, the LYON will cease to be
outstanding and original issue discount on such LYON
will cease to accrue, whether or not the LYON is
delivered to the paying agent. Thereafter, all other
rights of the holder shall terminate, other than the
right to receive the purchase price upon delivery of
the LYON.
Our ability to purchase LYONs with cash may be
limited by the terms of our then existing senior
indebtedness or borrowing agreements.
No LYONs may be purchased for cash at the option
of holders if there has occurred and is continuing an
event of default with respect to the LYONs, other than
a default in the payment of the purchase price with
respect to such LYONs.
<PAGE>
Change in Control Permits Purchase of LYONs at the Option of the Holder
In the event of any change in control occurring on
or prior to June 12, 2003, each holder will have the
right, at the holder's option, subject to the terms and
conditions of the indenture, to require us to purchase
all or any portion of the holder's LYONs. However,
LYONs submitted for purchase by a holder must be
principal amounts at maturity of $1,000 or an integral
multiple of $1,000.
We will be required to purchase the LYONs as of
the date that is 35 business days after the occurrence
of such change in control (a "change in control
purchase date") at a cash price equal to the issue
price plus accrued original issue discount to the
change in control purchase date.
If prior to a change in control purchase date the
LYONs have been converted to semiannual coupon LYONs
following the occurrence of a Tax Event, we will be
required to purchase the LYONs at a cash price equal to
the restated principal amount plus accrued and unpaid
interest from the date of the conversion to the change
in control purchase date.
Within 15 business days after the occurrence of a
change in control, we are obligated to mail to the
trustee and to all holders of LYONs at their addresses
shown in the register of the registrar and to
beneficial owners as required by applicable law a
notice regarding the change in control, which notice
shall state, among other things:
-the events causing a change in control;
-the date of such change in control;
-the last date on which the purchase right may be
exercised;
-the change in control purchase price;
-the change in control purchase date;
-the name and address of the paying agent and the
conversion agent;
-the conversion rate and any adjustments to the
conversion rate;
-that LYONs with respect to which a change in
control purchase notice is given by the holder
may be converted only if the change in control
purchase notice has been withdrawn in accordance
with the terms of the indenture; and
-the procedures that holders must follow to
exercise these rights.
To exercise this right, the holder must deliver a
written notice to the paying agent prior to the close
of business on the change in control purchase date.
The required purchase notice upon a change in control
shall state:
-the certificate numbers of the LYONs to be
delivered by the holder;
-the portion of the principal amount at maturity
of LYONs to be purchased, which portion must be
$1,000 or an integral multiple of $1,000; and
-that we are to purchase such LYONs pursuant to
the applicable provisions of the LYONs.
Any change in control purchase notice may be
withdrawn by the holder by a written notice of
withdrawal delivered to the paying agent prior to the
close of business on the change in control purchase
date.
The notice of withdrawal shall state:
-the principal amount at maturity being
withdrawn;
-the certificate numbers of the LYONs being
withdrawn; and
<PAGE>
-the principal amount at maturity, if any, of the
LYONs that remain subject to a change in control
purchase notice.
Payment of the change in control purchase price
for a LYON for which a change in control purchase
notice has been delivered and not validly withdrawn is
conditioned upon delivery of the LYON, together with
necessary endorsements, to the paying agent at any time
after the delivery of such change in control purchase
notice. Payment of the change in control purchase
price for such LYON will be made promptly following the
later of the change in control purchase date or the
time of delivery of such LYON.
If the paying agent holds money sufficient to pay
the change in control purchase price of the LYON on the
business day following the change in control purchase
date in accordance with the terms of the indenture,
then, immediately after the change in control purchase
date, original issue discount on such LYON will cease
to accrue, whether or not the LYON is delivered to the
paying agent, and all other rights of the holder shall
terminate, other than the right to receive the change
in control purchase price upon delivery of the LYON.
Under the indenture, a "change in control" of
Kohl's is deemed to have occurred at such time as:
-any person, including its affiliates and
associates, other than Kohl's, its subsidiaries
or their employee benefit plans, files a
Schedule 13D or TO (or any successor schedule,
form or report under the Exchange Act)
disclosing that such person has become the
beneficial owner of 50% or more of the voting
power of our common stock or other capital stock
into which the common stock is reclassified or
changed, with certain exceptions; or
-there shall be consummated any share exchange,
consolidation or merger of Kohl's pursuant to
which the common stock would be converted into
cash, securities or other property, in each case
other than a share exchange, consolidation or
merger of Kohl's in which the holders of the
common stock immediately prior to the
consolidation or merger have, directly or
indirectly, at least a majority of the total
voting power in the aggregate of all classes of
capital stock of the continuing or surviving
corporation immediately after the share
exchange, consolidation or merger.
The indenture does not permit our board of
directors to waive our obligation to purchase LYONs at
the option of holders in the event of a change in
control.
In connection with any purchase offer in the event
of a change in control, we will:
-comply with the provisions of Rule 13e-4, Rule
14e-1 and any other tender offer rules under the
Exchange Act which may then be applicable; and
-file Schedule TO or any other required schedule
under the Exchange Act.
The change in control purchase feature of the
LYONs may in certain circumstances make more difficult
or discourage a takeover of Kohl's. The change in
control purchase feature, however, is not the result of
our knowledge of any specific effort:
-to accumulate shares of common stock;
-to obtain control of Kohl's by means of a
merger, tender offer, solicitation or otherwise;
or
-part of a plan by management to adopt a series
of anti-takeover provisions.
Instead, the change in control purchase feature is
a standard term contained in other LYONs offerings that
have been marketed by Merrill Lynch. The terms of the
change in control purchase feature resulted from
negotiations between Merrill Lynch and us.
We could, in the future, enter into certain
transactions, including certain recapitalizations, that
would not constitute a change in control with respect
to the change in control purchase feature of the LYONs
but that would increase the amount of our outstanding
indebtedness.
<PAGE>
No LYONs may be purchased at the option of holders
upon a change in control if there has occurred and is
continuing an event of default with respect to the
LYONs, other than a default in the payment of the
change in control purchase price with respect to the
LYONs.
Events of Default
The following are events of default for the LYONs:
(1) default in payment of the principal
amount at maturity (or if the LYONs have been
converted to semiannual coupon notes following a
Tax Event, the restated principal amount), issue
price, accrued original issue discount (or if the
LYONs have been converted to semiannual coupon
notes following a Tax Event, accrued and unpaid
interest), redemption price, purchase price or
change in control purchase price with respect to
any LYON when such becomes due and payable
(whether or not such payment is prohibited by the
provisions of the indenture);
(2) failure by Kohl's to comply with any of
its other agreements in the LYONs or the indenture
upon receipt by Kohl's of notice of such default
by the trustee or by holders of not less than 25%
in aggregate principal amount at maturity of the
LYONs then outstanding and Kohl's failure to cure
(or obtain a waiver of) such default within 60
days after receipt by Kohl's of such notice;
(3) (A) the failure of Kohl's to make any
payment by the end of any applicable grace period
after maturity of indebtedness, which term as used
in the indenture means obligations (other than
nonrecourse obligations) of Kohl's for borrowed
money or evidenced by bonds, debentures, notes or
similar instruments ("Indebtedness") in an amount
in excess of $25,000,000 and continuance of such
failure, and (B) the acceleration of Indebtedness
in an amount in excess of $25,000,000 because of a
default with respect to such Indebtedness without
such Indebtedness having been discharged or such
acceleration having been cured, waived, rescinded
or annulled in case of (A) or (B) above, for a
period of 30 days after written notice to Kohl's
by the trustee or to Kohl's and the trustee by the
holders of not less than 25% in aggregate
principal amount at maturity of the LYONs then
outstanding. However, if any such failure or
acceleration referred to in (A) or (B) above shall
cease or be cured, waived, rescinded or annulled,
then the event of default by reason thereof shall
be deemed not to have occurred; or
(4) certain events of bankruptcy or
insolvency affecting Kohl's.
If an event of default shall have happened and be
continuing, either the trustee or the holders of not
less than 25% in aggregate principal amount at maturity
of the LYONs then outstanding may declare the issue
price of the LYONs plus the original issue discount on
the LYONs accrued through the date of such declaration
to be immediately due and payable. In the case of
certain events of bankruptcy or insolvency, the issue
price of the LYONs plus the original issue discount
accrued thereon through the occurrence of such event
shall automatically become and be immediately due and
payable.
Optional Conversion to Semiannual Coupon Note Upon Tax Event
From and after the date of the occurrence of a Tax
Event, we shall have the option to elect to have
interest in lieu of future original issue discount
accrue at 2.75% per year on a principal amount per LYON
(the "restated principal amount") equal to the issue
price plus original issue discount accrued to the date
of the Tax Event or the date on which we exercise the
option described herein, whichever is later (the
"option exercise date").
Such interest shall accrue from the option
exercise date and shall be payable semiannually on the
interest payment dates of June 12 and December 12 of
each year to holders of record at the close of business
on May 28 or November 27 immediately preceding the
interest payment date. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day
months. Interest will accrue from the most recent date
to which interest has been paid or, if no interest has
been paid, from the option exercise date.
A "Tax Event" means that Kohl's shall have
received an opinion from independent tax counsel
experienced in such matters to the effect that, on or
after the date of this offering memorandum, as a result
of:
<PAGE>
(1) any amendment to, or change (including
any announced prospective change) in, the laws (or
any regulations thereunder) of the United States
or any political subdivision or taxing authority
thereof or therein, or
(2) any amendment to, or change in, an
interpretation or application of such laws or
regulations by any legislative body, court,
governmental agency or regulatory authority,
in each case which amendment or change is enacted,
promulgated, issued or announced or which
interpretation is issued or announced or which action
is taken, on or after the date of this offering
memorandum there is more than an insubstantial risk
that interest (including original issue discount)
payable on the LYONs either:
-would not be deductible on a current accrual
basis, or
-would not be deductible under any other method,
in either case in whole or in part, by Kohl's
(by reason of deferral, disallowance, or
otherwise) for United States federal income tax
purposes.
The Clinton Administration has previously proposed
to change the tax law to defer the deduction of
original issue discount on convertible debt instruments
until the issuer pays the interest. Congress has not
yet enacted these proposed changes in the law.
If a similar proposal were ever enacted and made
applicable to the LYONs in a manner that would limit
our ability to either
-deduct the interest, including original issue
discount, payable on the LYONs on a current
accrual basis, or
-deduct the interest, including original issue
discount, payable on the LYONs under any other
method for United States federal income tax
purposes,
such enactment would result in a Tax Event and the
terms of the LYONs would be subject to modification at
our option as described above.
The modification of the terms of LYONs by us upon
a Tax Event as described above could possibly alter the
timing of income recognition by holders of the LYONs
with respect to the semiannual payments of interest due
on the LYONs after the option exercise date. See
"Federal Income Tax Considerations."
Merger and Sales of Assets by Kohl's
The indenture provides that Kohl's may not
consolidate with or merge into any other person or
convey, transfer or lease its properties and assets
substantially as an entirety to another person, unless
among other items,
-the resulting, surviving or transferee person (if
other than Kohl's) is organized and existing under the
laws of the United States, any state thereof or the
District of Columbia and such person assumes all
obligations of Kohl's under the LYONs and the
indenture, and
-Kohl's or such successor person shall not
immediately thereafter be in default under the
indenture.
Upon the assumption of the obligations of Kohl's
by such a person in such circumstances, subject to
certain exceptions, Kohl's shall be discharged from all
obligations under the LYONs and the indenture.
Although such transactions are permitted under the
indenture, certain of the foregoing transactions
occurring on or prior to June 12, 2003 could constitute
a change in control of Kohl's permitting each holder to
require Kohl's to purchase the LYONs of such holder as
described above.
Backup Withholding and Information Reporting
Information reporting will apply to payments of
interest or dividends, if any, made by us on, or the
proceeds of the sale or other disposition of, the LYONs
or shares of common stock with respect to certain
noncorporate holders, and backup withholding at a rate
of 31% may apply unless the recipient of such payment
supplies a taxpayer identification number, certified
under penalties of perjury, as well as certain other
information or
<PAGE>
otherwise establishes an exemption from
backup withholding. Any amount withheld under the
backup withholding rules will be allowable as a credit
against the holder's federal income tax, provided that
the required information is provided to the Internal
Revenue Service.
Discharge of the Indenture
Kohl's may satisfy and discharge its obligations
under the indenture by delivering to the trustee for
cancellation all outstanding LYONs or by depositing
with the trustee, the paying agent or the conversion
agent, if applicable after the LYONs have become due
and payable, whether at stated maturity, or any
redemption date, or any purchase date, or a change in
control purchase date, or upon conversion or otherwise,
cash or shares of common stock (as applicable under the
terms of the indenture) sufficient to pay all of the
outstanding LYONs and paying all other sums payable
under the indenture by Kohl's.
Modification
Modification or amendment of the indenture or the
LYONs may be effected by Kohl's and the trustee with
the consent of the holders of not less than a majority
in aggregate principal amount at maturity of the LYONs
then outstanding. However, the following modifications
would require the consent of the holders of each
outstanding LYON:
-alter the manner or rate of accrual of original
issue discount or interest on any LYON;
-make any LYON payable in money or securities
other than that stated in the LYON;
-make any change that adversely affects the right
to require us to purchase a LYON; and
-impair the right to institute suit for the
enforcement of any payment with respect to, or
conversion of, the LYONs.
Limitations of Claims in Bankruptcy
If a bankruptcy proceeding is commenced in respect
of Kohl's, the claim of the holder of a LYON is, under
Title 11 of the United States Code, limited to the
issue price of the LYON plus that portion of the
original issue discount that has accrued from the date
of issue to the commencement of the proceeding. In
addition, the holders of the LYONs will be subordinated
in right of payment to senior indebtedness and
effectively subordinated to the indebtedness and other
obligations of Kohl's subsidiaries.
Information Concerning the Trustee
The Bank of New York is the trustee, registrar,
paying agent and conversion agent under the indenture.
We may maintain deposit accounts and conduct other
banking transactions with the trustee in the normal
course of business.
Governing Law
The indenture and the LYONs are governed by, and
construed in accordance with, the law of the State of
New York.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of
800,000,000 common shares, $0.01 par value per share,
and 10,000,000 preferred shares, $0.01 par value per
share. As of September 1, 2000, 330,841,800 shares of
common stock and no shares of preferred stock were
issued and outstanding.
Common Stock
Voting. For all matters submitted to a vote of
stockholders, each holder of common stock is entitled
to one vote for each share registered in his or her
name on the books of Kohl's. Our common stock does not
have cumulative voting rights. As a result, subject to
the voting rights of any outstanding preferred stock
and any voting limitations imposed by the Wisconsin
Business Corporation Law, persons who hold more than
50% of the outstanding common stock can elect all of
the directors who are up for election in a particular
year.
Election of Board of Directors. Our articles of
incorporation divide the board of directors into three
classes serving staggered three-year terms. As a
result, at least two annual meetings will generally be
required for stockholders to effect a change of a
majority of the board of directors. Any director, or
the entire board of directors, may be removed from
office only for cause. These provisions in the
articles of incorporation require an 80% vote of
stockholders to amend or repeal.
Dividends. If our board declares a dividend,
holders of common stock will receive payments from the
funds of Kohl's that are legally available to pay
dividends. However, this dividend right is subject to
any preferential dividend rights we may grant to the
persons who hold preferred stock, if any is
outstanding.
Liquidation. If Kohl's is dissolved, the holders
of common stock will be entitled to share ratably in
all the assets that remain after we pay our liabilities
and any amounts we may owe to the persons who hold
preferred stock, if any is outstanding.
Other Rights and Restrictions. Holders of common
stock do not have preemptive rights, and they have no
right to convert their common stock into any other
securities. Our common stock is not redeemable.
Listing. Our common stock is listed on the New
York Stock Exchange.
Transfer Agent and Registrar. The transfer agent
and registrar for our common stock is The Bank of New
York.
Wisconsin Business Corporation Law
Provisions of the Wisconsin Business Corporation
Law ("WBCL") could have the effect of delaying,
deterring or preventing a change in control of Kohl's.
Restrictions on Business Combinations. Sections
180.1130 to 180.1134 of the WBCL provide generally that
for a "resident domestic corporation," such as Kohl's,
business combinations not meeting fair price standards
specified in the statute must be approved by the
affirmative vote of at least (1) 80% of the votes
entitled to be cast by the outstanding voting shares of
the corporation, and (2) two-thirds of the votes
entitled to be cast by the holders of voting shares
that are not beneficially owned by a "significant
shareholder" or an affiliate or associate of a
significant shareholder who is a party to the
transaction. This requirement is in addition to any
vote that may be required by law or our articles of
incorporation. The term "business combination" means,
subject to certain exceptions, a merger or share
exchange of the issuing public corporation (or any
subsidiary of that corporation) with, or the sale or
other disposition of substantially all of the property
and assets of the issuing public corporation to, any
significant shareholder or affiliate of a significant
shareholder. "Significant shareholder" means a person
that is the beneficial owner of 10% or more of the
voting power of the outstanding voting shares of the
issuing public corporation. These statutory sections
also restrict the repurchase of shares and the sale of
corporate assets by an issuing public corporation in
response to a takeover offer.
Sections 180.1140 to 180.1144 of the WBCL prohibit
certain "business combinations" between a "resident
domestic corporation" and an interested shareholder
within three years after the date such person became an
interested shareholder, unless the business combination
or the acquisition of the interested shareholder's stock has
<PAGE>
been approved before the stock acquisition
date by the corporation's board of directors. An
"interested shareholder" is a person beneficially
owning 10% or more of the voting power of the
outstanding voting stock of such corporation. After
the three-year period, a business combination with the
interested shareholder may be consummated only with the
approval of the holders of a majority of the voting
stock not beneficially owned by the interested
shareholder at a meeting called for that purpose,
unless the business combination satisfies specified
adequacy-of-price standards intended to provide a fair
price for shares held by disinterested stockholders.
Control Share Voting Restrictions. Under Section
180.1150(2) of the WBCL, the voting power of shares of
a "resident domestic corporation" that are held by any
person in excess of 20% of the voting power are limited
(in voting on any matter) to 10% of the full voting
power of those excess shares, unless otherwise provided
in the articles of incorporation or unless full voting
rights have been restored at a special meeting of the
stockholders called for that purpose. This statute is
designed to protect corporations against uninvited
takeover bids by reducing to one-tenth of their normal
voting power all shares in excess of 20% owned by an
acquiring person. Section 180.1150(3) excludes shares
held or acquired under certain circumstances from the
application of Section 180.1150(2), including (among
others) shares acquired directly from Kohl's and shares
acquired in a merger or share exchange to which Kohl's
is a party.
Constituency Provision. Under Section 180.0827 of
the WBCL, in discharging his or her duties, a director
or officer of Kohl's may, in addition to considering
the effects of any action on stockholders, consider the
effects of any action on employees, suppliers,
customers, the communities in which Kohl's operates and
any other factors that the director or officer
considers pertinent.
Preferred Stock
Our articles of incorporation authorize the board
of directors to issue preferred stock in one or more
series and to determine the voting rights, dividend
rights, dividend rates, liquidation preferences,
conversion or exchange rights, redemption rights,
including sinking fund provisions and redemption
prices, and other terms and rights of each series.
Although our board of directors does not presently
intend to authorize the issuance of preferred stock, it
could issue a series of preferred stock that could
impede the completion of a merger, tender offer or
other takeover attempt. Our board will issue such a
series of preferred stock only if it determines that
the issuance is in the best interests of Kohl's and its
stockholders. In addition, the terms of a series of
preferred stock might discourage a potential acquiror
from attempting to acquire Kohl's in a manner that
changes the composition of our board of directors, even
when a majority of our stockholders believe that such
an acquisition would be in their best interests or
would receive a premium for their stock over the then
current market price.
<PAGE>
FEDERAL INCOME TAX CONSIDERATIONS
This is a summary of certain United States federal
income tax considerations relevant to holders of LYONs.
This summary is based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury Regulations,
Internal Revenue Service rulings and judicial decisions
now in effect, all of which are subject to change
(possibly with retroactive effect) or different
interpretations. There can be no assurance that the
Internal Revenue Service will not challenge one or more
of the conclusions described herein, and Kohl's has not
obtained, nor does Kohl's intend to obtain, a ruling
from the Internal Revenue Service with respect to the
United States federal income tax consequences of
acquiring or holding LYONs.
This summary does not purport to deal with all
aspects of United States federal income taxation that
may be relevant to a holder (for example, persons
subject to the alternative minimum tax provisions of
the Code). Also, it is not intended to be wholly
applicable to all categories of investors, such as
foreign corporations and individuals who are not
citizens or residents of the United States, some of
which may be subject to special rules.
This summary also does not discuss the tax
consequences arising under the laws of any state, local
or foreign jurisdiction. In addition, this summary is
limited to original purchasers of LYONs who acquire
LYONs at their original issue price within the meaning
of Section 1273 of the Code and who will hold the LYONs
and common stock into which the LYONs may be converted
as "capital assets" within the meaning of Section 1221
of the Code.
Persons considering the purchase, ownership,
conversion or other disposition of LYONs should consult
their own tax advisors regarding the United States
federal income tax consequences and the consequences
arising under the laws of any state, local or foreign
taxing jurisdiction.
Kohl's has been advised by its counsel, Godfrey &
Kahn, S.C., that in such counsel's opinion the LYONs
will be treated as indebtedness for United States
federal income tax purposes. Counsel has further
advised Kohl's that it is counsel's opinion that, while
the following does not purport to discuss all tax
matters relating to the LYONs, based upon the LYONs
being treated as indebtedness, the following are the
material federal income tax consequences of the LYONs,
subject to the qualifications set forth above.
Original Issue Discount
The LYONs were issued at a substantial discount
from their principal amount at maturity. For United
States federal income tax purposes, the difference
between the issue price (the initial price at which a
substantial number of the LYONs are sold for money
other than sales to bond houses, brokers or similar
persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers) and the
stated principal amount at maturity of each LYON
constitutes Original Issue Discount. Holders of the
LYONs are required to include Original Issue Discount
in income periodically over the term of the LYONs
before receipt of the cash or other payment
attributable to such income.
A holder of a LYON must include in gross income
for United States federal income tax purposes the sum
of the daily portions of Original Issue Discount with
respect to the LYON for each day during the taxable
year or portion of a taxable year on which such holder
holds the LYON ("Accrued Original Issue Discount").
The daily portion is determined by allocating to each
day of an accrual period a pro rata portion of an
amount equal to the adjusted issue price of the LYON at
the beginning of the accrual period multiplied by the
yield to maturity (determined on the basis of
compounding at the close of each accrual period and
properly adjusted for the length of the accrual period)
of the LYON. The accrual period of a LYON may be of
any length and may vary in length over the term of the
LYON, provided that each accrual period is no longer
than one year and each scheduled payment of principal
or interest occurs at the end of an accrual period or
on the first day of an accrual period. The adjusted
issue price of the LYON at the start of any accrual
period is the issue price of the LYON increased by the
Accrued Original Issue Discount for each prior accrual
period. Under these rules, holders will have to
include in gross income increasingly greater amounts of
Original Issue Discount in each successive accrual
period. Any amount included in gross income by a
holder as Original Issue Discount will increase a
holder's tax basis in the LYON.
We intend to treat the possibility of (i) an
optional redemption on a change in control, as
described under "Description in LYONs-Change in Control
Permits Purchase of LYONs by Kohl's at the Option of
the Holder,"
<PAGE>
and (ii) the additional interest that
would accrue on the LYONs as a result of our failure to
cause the LYONs to be registered under the Securities
Act as remote under applicable Treasury regulations.
We do not intend to treat the possibilities described
in (i) or (ii) above as (x) affecting the determination
of the yield to maturity of the LYONs or (y) giving
rise to any additional accrual of Original Issue
Discount or recognition of ordinary income upon the
redemption, sale or exchange of a LYON. In the
unlikely event that the interest rate on the LYONs is
increased, then such increased interest may be treated
as increasing the amount of Original Issue Discount on
the LYONs includable by a holder.
We are required to furnish annually to the
Internal Revenue Service and to certain noncorporate
holders information regarding the amount of the
Original Issue Discount attributable to that year. For
this purpose, we will use a six-month accrual period
which ends on the day in each calendar year
corresponding to the maturity day of the LYON or the
date six months before such maturity date.
Disposition or Conversion
Except as described below, gain or loss upon a
sale or other disposition of a LYON will generally be
capital gain or loss (which will be long term if the
LYON is held for more than one year). Net capital
gains of non-corporate taxpayers are, under certain
circumstances, taxed at lower rates than items of
ordinary income. In the case of non-corporate
taxpayers, long-term capital gains with respect to
property held for more than one year are taxed at a
maximum 20% federal tax rate. Net capital gain of
corporations is taxed the same as ordinary income, with
a maximum federal rate of 35%. The deductibility of
capital losses is subject to limitations.
A holder's conversion of a LYON into common stock
is generally not a taxable event (except with respect
to cash received in lieu of a fractional share which is
taxable as ordinary interest income). The holder's
obligation to include in gross income the daily
portions of Original Issue Discount with respect to a
LYON will terminate prospectively on the date of
conversion. The holder's basis in the common stock
received on conversion of a LYON will be the same as
the holder's basis in the LYON at the time of
conversion (exclusive of any tax basis allocable to a
fractional share). The holding period for the common
stock received on conversion will include the holding
period of the converted LYON (assuming each is held as
a capital asset) except that the holder's holding
period for common stock attributable to Accrued
Original Issue Discount may commence on the day
following the date of conversion.
If a holder elects to exercise its option to
tender a LYON to Kohl's on a purchase date and Kohl's
issues common stock in satisfaction of all or part of
the Purchase Price, the exchange of the LYON for common
stock should qualify as a reorganization or an
otherwise nontaxable transaction for United States
federal income tax purposes.
If the Purchase Price is paid solely in common
stock, neither gain nor loss would generally be
recognized by the holder, except as described below
with respect to a fractional share.
If the Purchase Price is paid in a combination of
shares of common stock and cash (other than cash
received in lieu of a fractional share), gain (but not
loss) realized by the holder would be recognized, but
only to the extent such gain does not exceed such cash.
A holder's tax basis in the common stock received
in the exchange will be the same as the holder's tax
basis in the LYON tendered to us in exchange for the
common stock (exclusive of any tax basis allocable to a
fractional share interest as described below).
However, this tax basis will be decreased by the amount
of cash (other than cash received in lieu of a
fractional share), if any, received in exchange and
increased by the amount of any gain recognized by the
holder on the exchange (other than gain with respect to
a fractional share).
The holding period for common stock received in
the exchange will include the holding period for the
LYON tendered to Kohl's in exchange for the common
stock (assuming each is held as a capital asset).
However, the holding period for common stock
attributable to Accrued Original Issue Discount may
commence on the day following the purchase date.
Cash received in lieu of a fractional share of
common stock upon conversion of a LYON or upon a put of
a LYON to Kohl's on a purchase date should be treated
as a payment in exchange for the fractional share.
<PAGE>
Accordingly, if the common stock is a capital asset in
the hands of the holder, the receipt of cash in lieu of
a fractional share of common stock should generally
result in capital gain or loss, if any, measured by the
difference between the cash received for the fractional
share and the holder's basis in the fractional share.
If a holder elects to exercise its option to
tender a LYON to Kohl's on a purchase date or a change
in control purchase date and Kohl's delivers cash in
satisfaction of the purchase price, the holder would
recognize gain or loss, measured by the difference
between the amount of cash transferred by us to the
holder and the holder's basis in the tendered LYON.
Gain or loss recognized by the holder would generally
be capital gain or loss.
If a holder sells a LYON in the market, it will be
a taxable sale with the same results to the holder as a
tender to Kohl's with a payment in cash.
Gain or loss upon a sale or other disposition of
the common stock received upon conversion of a LYON or
in satisfaction of the Purchase Price of a LYON put to
us generally will be capital gain or loss if the common
stock is held as a capital asset (which gain or loss
will be long-term if the holding period for such common
stock is more than one year). In the case of non-
corporate taxpayers, long-term capital gains with
respect to property held for more than one year are
taxed at a maximum 20% federal tax rate. Net capital
gain of corporations is taxed the same as ordinary
income, with a maximum federal tax rate of 35%. The
deductibility of capital losses is subject to
limitations.
Constructive Dividend
If at any time we make a distribution of property
to our stockholders that would be taxable to the
stockholders as a dividend for United States federal
income tax purposes and, in accordance with the anti-
dilution provisions of the LYONs, the conversion rate
of the LYONs is increased, such increase may be deemed
to be the payment of a taxable dividend to holders of
the LYONs.
For example, an increase in the conversion rate in
the event of distributions of evidences of indebtedness
or assets of Kohl's or an increase in the event of an
Extraordinary Cash Dividend will generally result in
deemed dividend treatment to holders of the LYONs, but
generally an increase in the event of stock dividends
or the distribution of rights to subscribe for common
stock will not. See "Description of LYONs-Conversion
Rights."
Backup Withholding and Information Reporting
Information reporting will apply to payments of
interest or dividends, if any, made by us on, or the
proceeds of the sale or other disposition of, the LYONs
or shares of common stock with respect to certain
noncorporate holders, and backup withholding at a rate
of 31% may apply unless the recipient of such payment
supplies a taxpayer identification number, certified
under penalties of perjury, as well as certain other
information or otherwise establishes an exemption from
backup withholding. Any amount withheld under the
backup withholding rules will be allowable as a credit
against the holder's United States federal income tax,
provided that the required information is provided to
the Internal Revenue Service.
Tax Event
The modification of the terms of the LYONs by us
upon a Tax Event as described in "Description of
LYONs-Optional Conversion to Semiannual Coupon Note
upon Tax Event," could possibly alter the timing of
income recognition by the holders with respect to the
semiannual payments of interest due after the change to
semiannual coupon notes.
<PAGE>
SELLING SECURITYHOLDERS
We originally issued the LYONs in a private
placement in June 2000. The LYONs were resold by the
initial purchaser to qualified institutional buyers
under Rule 144A under the Securities Act. Selling
securityholders may offer and sell the LYONs and the
underlying common stock pursuant to this prospectus.
The following table sets forth information as of
August 15, 2000 about the principal amount at maturity
of LYONs and the underlying common stock, beneficially
owned by each selling securityholder, that may be
offered using this prospectus.
<TABLE>
Principal
Amount at
Maturity of Number of
LYONs Shares of
Beneficially Percentage Common Stock Percentage of
Owned that of LYONs That May Be Common Stock
Name and Address May Be Sold Outstanding Sold(1) Outstanding (2)
<S> <C> <C> <C> <C>
Allstate Insurance Company $ 1,200,000 * 8,587 *
3075 Sanders Rd., Ste. G6B
Northbrook, IL 60062
Allstate Life Insurance Company $ 5,700,000 1.03% 40,789 *
3075 Sanders Rd., Ste. G6B
Northbrook, IL 60062
American Fidelity Assurance Company $200,000 * 1,431 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Amerisure Companies/Michigan $550,000 * 3,936 *
Mutual Insurance Company
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Argent Classic Convertible $12,400,000 2.25% 88,734 *
Arbitrage Fund L.P.
181 Harbor Drive
Stamford, CT 06902-7474
Argent Classic Convertible $29,000,000 5.26% 207,524 *
Arbitrage Fund (Bermuda) L.P.
73 Front St., Hamilton HM12
P.O. Box HM 3013
Hamilton HMMX, Bermuda
Arpeggio Fund $5,700,000 1.03% 40,789 *
555 California St., Ste. 2975
San Francisco, CA 94104
Associated Electric & $2,000,000 * 14,312 *
Gas Insurance
Services Limited
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
<PAGE>
Aventis Pension Master Trust $830,000 * 5,939 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Bank of America Securities LLC $250,000 * 1,789 *
9 West 57th Street, 29th Fl.
New York, NY 10019
Bear, Stearns & Co. Inc. $1,500,000 * 10,734 *
245 Park Ave., 13th Fl.
New York, NY 10167
Blue Cross Blue $1,750,000 * 12,523 *
Shield of Florida
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Boilermaker-Blacksmith $5,100,000 * 36,496 *
Pension Trust
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
BS Debt Income Fund - Class A $30,000 * 215 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
CALAMOS Convertible Fund $7,035,000 1.28% 50,342 *
- CALAMOS Investment Trust
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
CALAMOS Convertible Growth and $2,050,000 * 14,670 *
Income Fund - CALAMOS
Investment Trust
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
CALAMOS Convertible Portfolio $225,000 * 1,610 *
- CALAMOS Advisors Trust
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
<PAGE>
CALAMOS Global Convertible Fund $385,000 * 2,755 *
- CALAMOS Investment Trust
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
CapitalCare, Inc. $60,000 * 429 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
CareFirst of Maryland, Inc. $275,000 * 1,968 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Champion International $2,225,000 * 15,922 *
Corporation Retirement Trust
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
CIBC World Markets International $24,000,000 4.35% 171,744 *
Arbitrage Corp.
425 Lexington Ave., 5th Fl.
New York, NY 10017
City of Albany Pension Plan $460,000 * 3,292 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
City of Birmingham $1,350,000 * 9,661 *
Retirement & Relief System
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
City of Knoxville Pension System $550,000 * 3,936 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
<PAGE>
Conseco Annuity Assurance Company $3,000,000 * 21,468 *
- Multi Bucket Annuity
Convertible Bond Fund
c/o Conseco Capital Management
11825 N. Pennsylvania St.
Carmel, IN 46032
Continental Assurance Company $4,600,000 * 32,918 *
on behalf of Separate Account (E)
CNA Plaza, 23 South
Chicago, IL 60685
Continental Casualty Company $23,400,000 4.24% 167,450 *
CNA Plaza, 23 South
Chicago, IL 60685
Credit Suisse First $5,500,000 1.00% 39,358 *
Boston Corporation
5 World Trade Center
New York, NY 10048
Delta Airlines Master Trust $9,310,000 1.69% 66,622 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Deutsche Bank AG $33,000,000 5.98% 236,148 *
1251 Avenue of Americas, 26th Fl.
New York, NY 10020- 2600
Deutsche Bank Securities Inc. $18,000,000 3.26% 128,808 *
1251 Avenue of Americas, 26th Fl.
New York, NY 10020- 2600
The Dow Chemical Company $10,000,000 1.81% 71,560 *
Employees' Retirement Plan
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
The Fondren Foundation $310,000 * 2,218 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
FreeState Health Plan, Inc. $75,000 * 537 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
<PAGE>
Gennessee County Employees' $500,000 * 3,578 *
Retirement System
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Goldman Sachs and Company $700,000 * 5,009 *
181 Maiden Ln., 41st Fl.
New York, NY 10038
Greek Catholic Union $35,000 * 251 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Greek Catholic Union II $60,000 * 429 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Group Hospitalization and $300,000 * 2,147 *
Medical Services, Inc.
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Gryphon Domestic III, LLC $17,000,000 3.08% 121,652 *
555 California St., Ste. 2975
San Francisco, CA 94104
Healthcare Underwriters Mutual $1,250,000 * 8,945 *
Insurance Company
c/o INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
HealthNow New York, Inc. $340,000 * 2,433 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Highbridge International LLC $32,000,000 5.80% 228,992 *
P.O. Box 30554 SMB
Grand Cayman, Cayman Islands
BWI
<PAGE>
H. K. Porter Company, Inc. $125,000 * 895 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Investcorp - SAM Fund Limited $17,500,000 3.17% 125,230 *
555 California St., Ste. 2975
San Francisco, CA 94104
Jackson County Employees' $275,000 * 1,968 *
Retirement System
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Kettering Medical Center $300,000 * 2,147 *
Funded Depreciation Account
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Knoxville Utilities Board $350,000 * 2,505 *
Retirement System
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Lehman Brothers Inc. $39,700,000 7.20% 284,093 *
200 Vesey St., 6th Fl.
New York, NY 10285
Louisiana Workers' Compensation $675,000 * 4,830 *
Corporation
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Lutheran Brotherhood Income Fund $2,500,000 * 17,890 *
625 4th Avenue South, MS #1010
Minneapolis, MN 55415
Lydian Overseas Partners - $35,280,000 6.40% 252,463 *
Master Fund
Lydian Asset Management L.P.
101 East 52nd Street, 36th Fl.
New York, NY 10022
<PAGE>
Macomb County Employees' $350,000 * 2,505 *
Retirement System
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
MAG Mutual Insurance Company $500,000 * 3,578 *
c/o INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
Medical Liability Mutual $46,250,000 8.39% 330,965 *
Insurance Company
c/o INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
Merrill Lynch Pierce $5,424,000 * 38,814 *
Fenner & Smith Inc.
101 Hudson St.
Jersey City, NJ 07302-3997
Nashville Electric Service $225,000 * 1,610 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
NCMIC Insurance Company $600,000 * 4,294 *
c/o INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
NORCAL Mutual Insurance Company $400,000 * 2,862 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
OHIC Insurance Company $800,000 * 5,725 *
c/o INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
OZ Master Fund, Ltd. $22,500,000 4.08% 161,010 *
9 W. 57th St., 39th Fl.
New York, NY 10019
<PAGE>
Physicians' Reciprocal Insurers $2,000,000 * 14,312 *
Account #7
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Port Authority of Allegheny $5,400,000 * 38,642 *
County Retirement and
Disability Allowance
Plan for the Employees
Represented by Local 85 of the
Amalgamated Transit Unit
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Quattro Fund, LLC $500,000 * 3,578 *
230 Park Avenue, 7th Fl.
New York, NY 10169
Rhapsody Fund, LP $10,900,000 1.98% 78,000 *
555 California St., Ste. 2975
San Francisco, CA 94104
Spear, Leeds & Kellogg $2,000,000 * 14,312 *
120 Broadway, 7th Fl.
New York, NY 10271
SPT $3,200,000 * 22,899 *
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Teacher Retirement System $6,900,000 1.25% 49,376 *
of Texas
1000 Red River St.
Austin, TX 78701- 2698
Toronto Dominion (New York), Inc. $20,000,000 3.63% 143,120 *
31 W. 52nd St., 21st Fl.
New York, NY 10019
Unifi, Inc. Profit Sharing $490,000 * 3,506 *
Plan and Trust
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
<PAGE>
United Food and Commercial $1,140,000 * 8,158 *
Workers Local 1262 and
Employees Pension Fund
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
Van Waters & Rogers, Inc. $1,500,000 * 10,734 *
Retirement Plan
(f.k.a. Univar Corporation)
c/o CALAMOS Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, IL 60563-1493
The Virginia Insurance Reciprocal $600,000 * 4,294 *
c/o INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
White River Securities L.L.C. $1,500,000 * 10,734 *
245 Park Ave., 13th Fl.
New York, NY 10167
Any other holder of LYONs or $57,361,000 10.50% 410,475 *
future transferee, pledgee,
donee or successor
of any holder (3)(4)
</TABLE>
*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.
(3) Information about other selling securityholders
will be set forth in prospectus supplements, if
required.
(4) Assumes that any other holders of LYONs, or any
future transferees, pledgees, donees or successors of
or from any such other holders of LYONs, do not
beneficially own any common stock other than the common
stock issuable upon conversion of the LYONs at the
initial conversion rate.
We prepared this table based on the information
supplied to us by the selling securityholders named in
the table.
The selling securityholders listed in the above
table may have sold or transferred, in transactions
exempt from the registration requirements of the
Securities Act, some or all of their LYONs since the
date on which the information is presented in the above
table. Information about the selling securityholders
may change over time. Any changed information will be
set forth in prospectus supplements.
<PAGE>
Because the selling securityholders may offer all
or some of their LYONs or the underlying common stock
from time to time, we cannot estimate the amount of the
LYONs or the underlying common stock that will be held
by the selling securityholders upon the termination of
any particular offering. See "Plan of Distribution."
PLAN OF DISTRIBUTION
We will not receive any of the proceeds of the
sale of the LYONs and the underlying common stock
offered by this prospectus. The LYONs and the
underlying common stock may be sold form time to time
to purchasers:
-directly by the selling securityholders; or
-through underwriters, broker-dealers or agents who
may receive compensation in the form of discounts,
concessions or commissions from the selling
securityholders or the purchasers of the LYONs and the
underlying common stock.
The selling securityholders and any such broker-
dealers or agents who participate in the distribution
of the LYONs and the underlying common stock may be
deemed to be "underwriters." As a result, any profits
on the sale of the underlying common stock by selling
securityholders and any discounts, commissions or
concessions received by any such broker-dealers or
agents might be deemed to be underwriting discounts and
commissions under the Securities Act. If the selling
securityholders were deemed to be underwriters, the
selling securityholders may be subject to certain
statutory liabilities of, including, but not limited
to, Sections 11, 12 and 17 of the Securities Act and
Rule 10b-5 under the Exchange Act.
If the LYONs and the underlying common stock are
sold through underwriters or broker-dealers, the
selling securityholders will be responsible for
underwriting discounts or commissions or agent's
commissions.
The LYONs and the underlying common stock may be
sold in one or more transactions at:
-fixed prices;
-prevailing market prices at the time of sale;
-varying prices determined at the time of sale; or
-negotiated prices.
These sales may be effected in transactions:
-on any national securities exchange or quotation
service on which the LYONs and underlying common stock
may be listed or quoted at the time of the sale,
including the New York Stock Exchange in the case of
the common stock;
-in the over-the-counter market;
-in transactions otherwise than on such exchanges
or services or in the over-the-counter market; or
-through the writing of options.
These transactions may include block transactions
or crosses. Crosses are transactions in which the same
broker acts as an agent on both sides of the trade.
In connection with the sales of the LYONs and the
underlying common stock or otherwise, the selling
securityholders may enter into hedging transactions
with broker-dealers. These broker-dealers may in turn
engage in short sales of the LYONs and the underlying
common stock in the course of hedging their positions.
The selling securityholders may also sell the LYONs and
the underlying common stock short and deliver LYONs and the
<PAGE>
underlying common stock to close out short
positions, or loan or pledge LYONs and the underlying
common stock to broker-dealers that in turn may sell
the LYONs and the underlying common stock.
To our knowledge, there are currently no plans,
arrangements or understandings between any selling
securityholders and any underwriter, broker-dealer or
agent regarding the sale of the LYONs and the
underlying common stock by the selling securityholders.
Selling securityholders may not sell any or all of the
LYONs and the underlying common stock offered by them
pursuant to this prospectus. In addition, we cannot
assure you that any such selling securityholder will
not transfer, devise or gift the LYONs and the
underlying common stock by other means not described in
this prospectus.
Our common stock trades on the New York Stock
Exchange under the symbol "KSS." We do not intend to
apply for listing of the LYONs on any securities
exchange or for quotation through Nasdaq. Accordingly,
no assurance can be given as to the development of
liquidity or any trading market for the LYONs.
There can be no assurance that any selling
securityholder will sell any or all of the LYONs or the
underlying common stock pursuant to this prospectus.
In addition, any LYONs or underlying common stock
covered by this prospectus that qualify for sale
pursuant to Rule 144 or Rule 144A of the Securities Act
may be sold under Rule 144 or Rule 144A rather than
pursuant to this prospectus.
The selling securityholders and any other person
participating in such distribution will be subject to
the Exchange Act. The Exchange Act rules include,
without limitation, Regulation M, which may limit the
timing of purchases and sales of any of the LYONs and
the underlying common stock by the selling
securityholders and any such other person. In
addition, Regulation M of the Exchange Act may restrict
the ability of any person engaged in the distribution
of the LYONs and the underling common stock being
distributed for a period of up to five business days
prior to the commencement of such distribution. This
may affect the marketability of the LYONs and the
underlying common stock and the ability of any person
or entity to engage in market-making activities with
respect to the LYONs and the underlying commons stock.
Pursuant to the registration rights agreement that
has been filed as an exhibit to this registration
statement, we and the selling securityholders will be
indemnified by the others against certain liabilities,
including certain liabilities under the Securities Act,
or will be entitled to contribution in connection with
these liabilities.
We have agreed to pay substantially all of the
expenses incidental to the registration, offering and
sale of the LYONs and the underlying common stock to
the public other than commissions, fees and discounts
of underwriters, brokers, dealers and agents.
LEGAL MATTERS
Certain legal matters will be passed upon for
Kohl's by Godfrey & Kahn, S.C., Milwaukee, Wisconsin.
Mr. Peter M. Sommerhauser is a director of Kohl's and a
shareholder and member of the Management Committee of
Godfrey & Kahn, S.C. As of March 31, 2000, Mr.
Sommerhauser had voting and investment control of
33,430,646 shares of common stock of Kohl's or 10.3% of
the outstanding shares.
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 29, 2000, 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>
KOHL'S
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth those expenses to
be incurred by the Company in connection with the
issuance and distribution of the securities being
registered, other than underwriting discounts and
commissions. The Company will be reimbursed for these
expenses by Merrill Lynch & Co. All of the amounts
shown are estimates, except the applicable Securities
and Exchange Commission registration fee.
SEC registration fee $84,075
Printing expenses 15,000
Legal fees 45,000
Accounting fees 15,000
Miscellaneous expenses 15,925
Total $175,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 180.0851 of the Wisconsin Business
Corporation Law (the "WBCL") requires the Company to
indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the
defense of a proceeding for all reasonable expenses
incurred in the proceeding, if such person was a party
to such proceeding because he or she was a director or
officer of the Company unless it is determined that he
or she breached or failed to perform a duty owed to the
Company and such breach or failure to perform
constitutes: (i) a willful failure to deal fairly with
the Company or its shareholders in connection with a
matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law,
unless the director or officer had reasonable cause to
believe his or her conduct was 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.
<PAGE>
As permitted by Section 180.0858, the Company has
adopted indemnification provisions in its By-Laws which
closely track the statutory indemnification provisions
with certain exceptions. In particular, Article VIII
of the Company's By-Laws, among other items, provides
(i) that an individual shall be indemnified unless it
is proven by a final judicial adjudication that
indemnification is prohibited and (ii) payment or
reimbursement of expenses, subject to certain
limitations, will be mandatory rather than permissive.
Through insurance, the officers and directors of
the Company are also insured for acts or omissions
related to the conduct of their duties. The insurance
covers certain liabilities which may arise under the
Securities Act of 1933, as amended.
Under Section 180.0828 of the WBCL, a director of
the Company is not personally liable for breach of any
duty resulting solely from his or her status as a
director, unless it shall be proved that the director's
conduct constituted conduct described in the first
paragraph of this item.
ITEM 16. EXHIBITS
4.1 Indenture between the Company and The Bank
of New York dated as of June 12, 2000. *
4.2 Registration Rights Agreement. *
5.1 Opinion of Godfrey & Kahn, S.C. *
12.1 Statement Regarding Computation of Ratios
of Earnings to Fixed Charges, incorporated by
reference to Exhibit 12.1 of the Company's
Quarterly Report on Form 10-Q for the fiscal
quarter ended July 29, 2000.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Godfrey & Kahn, S.C. *
24.1 Powers of Attorney. *
25.1 Form of T-1 Statement of Eligibility of the
Trustee under the Indenture. *
* Filed on August 17, 2000.
ITEM 17. UNDERTAKINGS
a.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:
(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 and 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
<PAGE>
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;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2)That, for the purposes 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.
b.The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona
fide offering thereof.
c.Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person
of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such
director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
financial adjudication of such issue.
d.The undersigned registrant hereby undertakes that:
(1)For purposes of determining any liability
under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be
deemed to be a part of this registration statement
as of the time it was declared effective.
(2)For the purpose of determining any liability
under the Securities Act of 1933, each
post-effective amendment that contains a form of
prospectus shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused
this Amendment to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly
authorized, in the City of Menomonee Falls, State of
Wisconsin, on September 8, 2000.
KOHL'S CORPORATION
By: /s/ Arlene Meier
---------------------------------
Arlene Meier
Executive Vice President and
Chief Financial Officer
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:
* *
------------------------ ---------------------------
William S. Kellogg R. Lawrence Montgomery
Chairman and Director Vice Chairman, Chief
Executive Officer and
Director
* /s/ Arlene Meier
------------------------ ----------------------------------
Kevin Mansell Arlene Meier, Chief
President and Director Financial Officer and
Director (Principal
Financial and Accounting
Officer)
* *
----------------------- ---------------------------------
Jay H. Baker Wayne Embry
Director Director
*
----------------------- ---------------------------------
James D. Ericson John F. Herma
Director Director
* *
----------------------- --------------------------------
Frank V. Sica Herbert Simon
Director Director
* *
---------------------- --------------------------------
Peter M. Sommerhauser R. Elton White
Director Director
* Executed on September 8, 2000 pursuant to a power of
attorney previously filed.
/s/ Arlene Meier
----------------------------------
Arlene Meier, attorney-in-fact
