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):  December 19, 2003





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





Item 9.  Regulation FD Disclosure.


On December 19, 2003, Kohl’s Corporation (the “Company”) issued a press release informing shareholders of an unsolicited “mini-tender” offer made by TRC Capital Corporation for up to 2,500,000 shares of the Company’s common stock, which is approximately 0.74% of the Company’s outstanding common shares.  The Company strongly recommends that shareholders reject this unsolicited offer.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.



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:  December 22, 2003

KOHL’S CORPORATION




By: /s/  Richard D. Schepp                       

Richard D. Schepp

Executive Vice President

General Counsel and Secretary



EXHIBIT INDEX



Exhibit No.

Description

  

99.1

Press Release dated December 19, 2003.