-----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, EUhWtboyA1K/yQQS7hWq7dYyH0GPVEnmEKKE9Lov5t79lqgW03Iiqo/GxGMntc+h LP2FviEVFaS3sOjiNxpFWA== 0000950131-97-005106.txt : 19970818 0000950131-97-005106.hdr.sgml : 19970818 ACCESSION NUMBER: 0000950131-97-005106 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-32905 FILED AS OF DATE: 19970815 EFFECTIVENESS DATE: 19970815 SROS: NYSE 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-33695 FILM NUMBER: 97664317 BUSINESS ADDRESS: STREET 1: N54 W13600 WOODALE 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 S-3MEF 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- KOHL'S CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------- 39-1630919 WISCONSIN (I.R.S. EMPLOYER (STATE OR OTHER JURISDICTION IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) N56 W17000 RIDGEWOOD DRIVE MENOMONEE FALLS, WISCONSIN 53051 (414) 703-7000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- WILLIAM S. KELLOGG N56 W17000 RIDGEWOOD DRIVE MENOMONEE FALLS, WISCONSIN 53051 (414) 703-7000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES OF ALL COMMUNICATIONS TO: PETER M. SOMMERHAUSER JERRY ELLIOTT GODFREY & KAHN, S.C. SHEARMAN & STERLING 780 NORTH WATER STREET 599 LEXINGTON AVENUE MILWAUKEE, WISCONSIN 53202 NEW YORK, NEW YORK 10022 (414) 273-3500 (212) 848-4000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable 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 of interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-32905 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 MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------- Common Shares, $.01 par value.... 690,000 63 13/16 $44,030,625 $13,342.62 - ---------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- (1) Includes 90,000 shares issuable upon exercise of the Underwriters' over- allotment option. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The information in the Registration Statement on Form S-3 filed by Kohl's Corporation (Reg. No. 333-32905) pursuant to the Securities Act of 1933, as amended, and declared effective on August 13, 1997, including the exhibits, is incorporated by reference into this Registration Statement. 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 REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MENOMONEE FALLS, STATE OF WISCONSIN, ON AUGUST 14, 1997. Kohl's Corporation /s/ William S. Kellogg By: _________________________________ William S. Kellogg Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY EACH PERSON WHOSE SIGNATURE APPEARS BELOW APPOINTS WILLIAM S. KELLOGG, JAY H. BAKER, JOHN F. HERMA AND R. LAWRENCE MONTGOMERY AND EACH OF THEM, AS HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS), TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, AND ANY OTHER REGULATORY AUTHORITY, GRANTING UNTO EACH SAID ATTORNEY-IN-FACT AND AGENT FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING, REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE FOREGOING, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT EACH SAID ATTORNEY-IN-FACT AND AGENT, OR HIS SUBSTITUTE, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED: /s/ William S. Kellogg /s/ Jay H. Baker _____________________________________ _____________________________________ William S. Kellogg Jay H. Baker Chairman, Chief Executive Officer President and Director and Director /s/ John F. Herma /s/ R. Lawrence Montgomery _____________________________________ _____________________________________ John F. Herma R. Lawrence Montgomery Chief Operating Officer and Vice Chairman and Director Director /s/ Arlene Meier /s/ James D. Ericson _____________________________________ _____________________________________ Arlene Meier James D. Ericson Executive Vice President and Chief Director Financial Officer (Principal Financial and Accounting Officer) /s/ Frank V. Sica /s/ Herbert Simon _____________________________________ _____________________________________ Frank V. Sica Herbert Simon Director Director /s/ Peter M. Sommerhauser /s/ R. Elton White _____________________________________ _____________________________________ Peter M. Sommerhauser R. Elton White Director Director Dated: August 14, 1997 EXHIBIT INDEX All exhibits filed with or incorporated by reference in Registration Statement No. 333-32905 are incorporated by reference into, and shall be deemed a part of, this registration statement, except the following which are filed herewith.
NUMBER DESCRIPTION ------ ----------- -- 5.1 Opinion of Godfrey & Kahn, S.C. 23.3 Consent of Ernst & Young LLP 23.4 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)
EX-5.1 2 OPINION OF GODFREY AND KAHN Exhibit 5.1 Godfrey & Kahn, S.C. Attorneys At Law 780 North Water Street Milwaukee, WI 53202-3590 Tel: (414) 273-3500 Fax: (414) 273-5198 August 14, 1997 Kohl's Corporation N56 W17000 Ridgewood Drive Menomonee Falls, Wisconsin 53051 Ladies and Gentlemen: In connection with the registration of 690,000 shares of common stock, par value $0.01 per share (the "Shares"), of Kohl's Corporation, a Wisconsin corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act") on Form S-3 to be filed with the Securities and Exchange Commission (the "Commission") on or about August 15, 1997 (the "Registration Statement"), you have requested our opinion with respect to the following matters. The Shares will be sold pursuant to an underwriting agreement (the "Underwriting Agreement") substantially in the form filed as an Exhibit to the Registration Statement. In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares, and, for purposes of this opinion, have assumed such proceedings not yet completed will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, records and papers as we have deemed necessary or appropriate for purposes of this opinion. We have, with your consent, relied as to factual matters on certificates or other documents furnished by the Company and upon such other documents and data that we have deemed appropriate and, for purposes of this opinion, have assumed that the certificates and other documents to be furnished in connection with the closing of the sale of the Shares will be delivered in the manner presently proposed. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. With your consent, we are opining herein only on the laws of the State of Wisconsin. We express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws or the laws of any other jurisdiction. Based on such examination and review, and subject to the foregoing, we are of the opinion that the Shares have been duly authorized, and, upon issuance, delivery and payment therefor in the manner contemplated by the Underwriting Agreement, will be validly issued, fully paid and non-assessable, subject to Section 180.0622(2)(b) of the Wisconsin Business Corporation Law (the "WBCL"). Section 180.0622(2)(b) of the WBCL provides that shareholders of a corporation may be assessed up to the par value of their shares to satisfy the obligations of such corporation to its employees for services rendered, but not exceeding six months service in the case of any individual employee. Certain Wisconsin courts have interpreted "par value" to mean the full amount paid by the purchaser of shares upon issuance thereof. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus that is a part of the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Godfrey & Kahn, S.C. GODFREY & KAHN, S.C. DFC:cr 2 EX-23.3 3 CONSENT OF ERNST AND YOUNG Exhibit 23.3 Consent of Ernst & Young LLP We consent to the reference to our firm under the captions "Selected Consolidated Financial Data" and "Experts" in the Registration Statement (Form S-3) and related Prospectus of Kohl's Corporation for the registration of 690,000 shares of common stock and to the incorporation by reference therein of our report dated March 7, 1997, with respect to the consolidated financial statements of Kohl's Corporation included in its Annual Report (Form 10-K) for the year ended February 1, 1997 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Milwaukee, Wisconsin ERNST & YOUNG LLP August 13, 1997 -----END PRIVACY-ENHANCED MESSAGE-----