-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q1k6tzePM1trG9/WoB7NdK275190+OSubqldAHmlZWBaS7OKxwLd+/cXcLa4/Xta TdmIZ5Fmasf6t5CGmjYCNA== 0000892712-01-500034.txt : 20010416 0000892712-01-500034.hdr.sgml : 20010416 ACCESSION NUMBER: 0000892712-01-500034 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOHLS CORPORATION CENTRAL INDEX KEY: 0000885639 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 391630919 STATE OF INCORPORATION: WI FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-43988 FILM NUMBER: 1601943 BUSINESS ADDRESS: STREET 1: N56 W17000 RIDGEWOOD DR CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 BUSINESS PHONE: 4147835800 MAIL ADDRESS: STREET 1: N54 W13600 WOODALE DR CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 424B3 1 kohls1.htm TWELFTH PROSPECTUS SUPPLEMENT Filed Pursuant to Rules 424(b)(3) and 424(c)

Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-43988

TWELFTH PROSPECTUS SUPPLEMENT DATED APRIL 13, 2001
(to prospectus dated September 12, 2000)

$551,450,000

KOHL'S

Liquid Yield Option™ Notes (Zero Coupon - Subordinated) due 2020
and
The Common Stock Issuable Upon Conversion of the LYONs
                              

SELLING SECURITYHOLDERS(6)

     The following represents updated information regarding the selling securityholders listed on the table on pages 26-34 of the prospectus dated September 12, 2000.





Name and Address


Principal Amount at
Maturity of LYONs
Beneficially Owned
That May Be Sold



Percentage
of LYONs
Outstanding

Number of
Shares of
Common Stock
That May Be
     Sold (1)    



Percentage of
Common Stock
Outstanding (2)

Merrill Lynch Pierce Fenner
  & Smith Inc. (5)
  101 Hudson Street
  Jersey City, NJ 07302-3997

     $ 20,767,000 (7)

       3.77%

          148,608

*

*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.

(5)  Merrill Lynch Pierce Fenner & Smith Inc. was the initial purchaser of the LYONs issued in a private
       placement by Kohl's in June 2000 and from time to time may act in a financial investment advisory capacity
       to Kohl's.

(6)  Total principal amount of selling securityholders listed is more than $551,450,000 because certain of the
       selling securityholders may have transferred LYONs pursuant to Rule 144A or otherwise reduced their
       position prior to selling pursuant to this Registration Statement. The maximum principal amount of LYONs
       that may be sold under this prospectus will not exceed $551,450,000.

(7)  As of the date of this supplement, $19,182,000 of the $20,767,000 principal amount has been sold.
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