SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-k
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 9, 2002
J. C. Penney Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-15274 26-0037077
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation ) Identification No.)
6501 Legacy Drive
Plano, Texas 75024-3698
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 431-1000
Item 5. Other Events and Regulation FD Disclosure
J. C. Penney Company, Inc. hereby files a News Release announcing the completion
of the previously announced offer of its wholly-owned subsidiary, J. C. Penney
Corporation, Inc., to exchange new debt for certain of its outstanding notes.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 J. C. Penney Company, Inc. News Release of August 12, 2002
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.
J. C. PENNEY COMPANY, Inc.
(Registrant)
/s/ Charles R. Lotter
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Charles R. Lotter
Executive Vice President,
Secretary and General Counsel
Date: August 12, 2002
EXHIBIT INDEX
Exhibit Number Description
99 J. C. Penney Company, Inc. News Release of August 12, 2002
<page>
Exhibit 99
J. C. Penney Corporation, Inc.Completes Exchange Offer
and Consent Solicitation
PLANO, TEXAS, August 12, 2002 -- J. C. Penney Corporation, Inc. (the
"Corporation"), the wholly-owned operating subsidiary of J. C. Penney Company,
Inc. ("Company") (NYSE: JCP), announced today the completion of its offer to
exchange new 9.000% Notes due 2012 (the "New Notes") for its outstanding 6.125%
Notes due 2003, 7.375% Notes due 2004 and 6.900% Debentures due 2026 and its
related consent solicitation seeking certain amendments to the indentures under
which those notes were issued. The exchange offer commenced on June 26, 2002.
Revised aggregates of $79,394,000 principal amount of 6.125% Notes due 2003,
$66,964,000 of 7.375% Notes due 2004 and $80,805,000 of 6.900% Debentures due
2026 were tendered in response to the exchange offer.
New notes in the aggregate principal amount of $230,203,000 were issued to
noteholders tendering in the exchange. The Corporation also paid the required
consent payment to holders who tendered. No amendments were made to the
indentures governing the old notes.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering, solicitation or
sale would be unlawful. The New Notes have not been registered under the
Securities Act of 1933, as amended.
J. C. Penney Corporation, Inc., the wholly-owned operating subsidiary of
the Company, is one of America's largest department store, drugstore, catalog,
and e-commerce retailers, employing approximately 250,000 associates. As of July
27, 2002, it operated 1,068 JCPenney department stores in all 50 states, Puerto
Rico, and Mexico, and 54 Renner department stores in Brazil. Eckerd Corporation
operated 2,642 drugstores throughout the Southeast, Sunbelt, and Northeast
regions of the U.S. JCPenney Catalog, including e-commerce, is the nation's
largest catalog merchant of general merchandise. J. C. Penney Corporation, Inc.
is a contributor to JCPenney Afterschool Fund, a charitable organization
committed to providing children with high quality after school programs to help
them reach their full potential.
The statements in this press release which are not historical facts or
information may be forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause the outcome to be materially
different. Certain of these risks and uncertainties are described in the 2001
Form 10-K and subsequent filings of J. C. Penney Company, Inc.