UNITED STATES
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): July 14, 2015
KOHL’S CORPORATION
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-11084 | 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 Exchange 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 8.01 | Other Events. |
On June 29, 2015, Kohl’s Corporation (the “Company”) commenced a cash tender offer for up to a maximum aggregate principal amount of $600 million of its 7.250% Debentures due 2029, 6.875% Notes due 2037, 6.000% Debentures due 2033, and 6.250% Notes due 2017 (the “Tender Offer”).
Increase in the Amount of Notes and Debentures to be Accepted in the Tender Offer
On July 14, 2015, the Company increased the maximum aggregate principal amount of notes and debentures it may purchase in the Tender Offer from $600 million to $767,038,000 million. Aside from the increase in the maximum amount, all other terms of the Tender Offer remain unchanged.
Pricing for Tender Offer
On July 14, 2015, the Company issued a press release announcing the reference yield and total consideration for each series of notes and debentures subject to the Tender Offer.
Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this report and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release relating to the increase in the amount of notes and debentures to be accepted in the Tender Offer, dated July 14, 2015 | |
| 99.2 | Press Release relating to the pricing for the Tender Offer, dated July 14, 2015 | |
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: July 14, 2015 | KOHL’S CORPORATION | |||||
| By: | /s/ Richard D. Schepp | |||||
| Richard D. Schepp | ||||||
| Chief Administrative Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release relating to the increase in the amount of notes and debentures to be accepted in the Tender Offer, dated July 14, 2015 | |
| 99.2 | Press Release relating to the pricing for the Tender Offer, dated July 14, 2015 | |