Liquid Yield OptionTM Notes (Zero Coupon--Subordinated) due 2020 and The Common Stock Issuable Upon Conversion of the LYONs
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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 August 15, 2000, the reported last sale price of the common stock on the New York Stock Exchange was $57.00 per share. ________________________________ Purchase of the LYONs by Kohl's at the Option of the Holder................. Holders may require us to purchase their LYONs on either of the following 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.