SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the 13 and 26 week periods Commission file number 1-15274
ended July 27, 2002
J. C. PENNEY COMPANY, INC.
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 26-0037077
-----------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
--------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X . No .
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
267,932,276 shares of Common Stock of 50 cents par value, as of August 30, 2002.
This Amendment No. 1 on Form 10Q/A amends the Company's Quarterly Report on Form
10-Q for the quarter ended July 27, 2002 ("Quarterly Report") to include "Item
4. Submission of Matters to a Vote of Security Holders" in Part II. In all other
respects, the Company's Quarterly Report, as previously filed, remains
unchanged. This Amendment No. 1 does not update any other disclosures to reflect
developments since the original date of the filing.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on May 17, 2002, at
which the three matters described below were submitted to a vote of
stockholders, with the voting results as indicated.
(1) Election of directors for a three-year term expiring at the Year 2005
Annual Meeting of the Company's stockholders:
<table>
<c> <c> <c>
NOMINEE FOR AUTHORITY WITHHELD
------- --- ------------------
T. J. Engibous 238,534,040 4,919,648
K. B. Foster 237,902,492 5,551,196
A. W. Richards 236,327,031 7,126,657
L. H. Roberts 238,507,640 4,946,048
</table>
(2) The Board of Directors' proposal regarding employment of KPMG LLP as
auditors for the fiscal year ending January 25, 2003:
<table>
<c> <c> <c>
FOR AGAINST ABSTAIN
--------- ------- -------
229,168,401 12,168,084 2,117,204
</table>
(3) A stockholder proposal relating to the imposition of term limits on
directors:
<table>
<c> <c> <c> <c>
BROKER
FOR AGAINST ABSTAIN NON-VOTES
--- ------- ------- ---------
20,425,884 191,941,900 4,846,632 61,845,170
</table>
Item 6. Exhibits and Reports on Form 8-K.
Item 6 of Part II of the Company's Quarterly Report remains unchanged, except
for the addition of the following exhibits:
(a) Exhibits:
Exhibit 99.1 Certification of Chief Executive Officer
Exhibit 99.2 Certification of Chief Financial Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to the original Quarterly Report
on Form 10-Q to be signed on its behalf by the undersigned thereunto duly
authorized.
J. C. PENNEY COMPANY, INC.
By /s/ William J. Alcorn
---------------------------------
William J. Alcorn
Senior Vice President and Controller
Date: November 1, 2002
CERTIFICATIONS
I, Allen Questrom, Chairman and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of J. C. Penney Company,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
Date: November 1, 2002.
/s/ Allen Questrom
-----------------------------
Allen Questrom
Chairman and Chief Executive Officer
J. C. Penney Company, Inc.
I, Robert B. Cavanaugh, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of J. C. Penney Company,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
Date: November 1, 2002.
/s/ Robert B. Cavanaugh
--------------------------------
Robert B. Cavanaugh
Executive Vice President and
Chief Financial Officer
J. C. Penney Company, Inc.
EXHIBIT INDEX
Exhibit No.
- -----------
Exhibit 99.1 Certification of Chief Executive Officer
Exhibit 99.2 Certification of Chief Financial Officer
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to the Quarterly Report of J. C. Penney
Company, Inc. (the "Company") on Form 10-Q for the period ending July 27, 2002
(together, the "Report"), I, Allen Questrom, Chairman and Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
DATED this 1st day of November 2002.
/s/ Allen Questrom
----------------------
Allen Questrom
Chairman and
Chief Executive Officer
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to the Quarterly Report of J. C. Penney
Company, Inc. (the "Company") on Form 10-Q for the period ending July 27, 2002
(together, the "Report"), I Robert B. Cavanaugh, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
DATED this 1st day of November 2002.
/s/ Robert B. Cavanaugh
-------------------------
Robert B. Cavanaugh
Executive Vice President and
Chief Financial Officer