SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 8-K


CURRENT REPORT




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  September 18, 2012



KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)



      Wisconsin      

    1-11084   

      39-1630919      

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


N56 W17000 Ridgewood Drive
        Menomonee Falls, Wisconsin             

 


   53051  

(Address of principal executive offices)

 

(Zip Code)

 

 

 


Registrant’s telephone number, including area code:  (262) 703-7000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

¨

Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

 

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 9.01.   Financial Statements and Exhibits.

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-177252) filed by Kohl’s Corporation (the “Company”) with the Securities and Exchange Commission on October 12, 2011.  On September 25, 2012, the Company issued $350,000,000 in aggregate principal amount of 3.250% Notes due 2023 (the “Notes”).  This Current Report is being filed in connection with the offer and sale of the Notes and to file with the Securities and Exchange Commission the documents and instruments attached hereto as exhibits.


(d)   Exhibits


 

 

 

 

Exhibit No.

Description

 

 

 

 

1.1

Underwriting Agreement dated September 18, 2012, by and among the Company and Goldman, Sachs & Co., UBS Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters of the Notes

 

 

 

 

4.1

Sixth Supplemental Indenture dated September 25, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee

 

 

 

 

4.2

Form of $350,000,000 3.250% Notes due 2023

 

 

 

 

5.1

Opinion of Godfrey & Kahn, S.C.



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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:  September 25, 2012

KOHL’S CORPORATION




By:  /s/ Richard D. Schepp                            

Richard D. Schepp

Sr. Executive Vice President

General Counsel and Secretary




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EXHIBIT INDEX


 

 

Exhibit No.

Description

 

 

1.1

Underwriting Agreement dated September 18, 2012, by and among the Company and Goldman, Sachs & Co., UBS Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters of the Notes

 

 

4.1

Sixth Supplemental Indenture dated September 25, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as Trustee

 

 

4.2

Form of $350,000,000 3.250% Notes due 2023

 

 

5.1

Opinion of Godfrey & Kahn, S.C.





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