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): June 26, 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
Pursuant to Rule 135c of the Securities Act of 1933, as amended, J. C.
Penney Company, Inc. hereby files its News Release dated June 26, 2002
announcing (i) the offer by its subsidiary, J. C. Penney Corporation, Inc.
("Corporation") to exchange in a private placement up to $810,731,000 of the
Corporation's new notes for certain of the Corporation's outstanding existing
notes, and (ii) a related consent solicitation. A copy of the News Release is
attached as Exhibit 99.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 J. C. Penney Company, Inc. News Release of June 26, 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: July 3, 2002
EXHIBIT INDEX
Exhibit Number Description
99 J. C. Penney Company, Inc. News Release of June 26, 2002
Exhibit 99
JCPENNEY ANNOUNCES OFFER TO EXCHANGE APPROXIMATELY
$810 MILLION IN NEW NOTES FOR EXISTING NOTES
AND RELATED CONSENT SOLICITATION
PLANO, Texas, June 26, 2002 - J. C. Penney Company, Inc. (NYSE: JCP) (the
"Company") today announced that its operating subsidiary, J. C. Penney
Corporation, Inc. (the "Corporation"), intends to offer to exchange in a private
placement:
o For each $1,000 principal amount of its 6.125% notes due November 15,
2003, $1,015.15 principal amount of its new 9.000% notes due August 1,
2012 ("new notes");
o For each $1,000 principal amount of its 7.375% notes due June 15,
2004, $1,010.10 principal amount of its new notes; and
o For each $1,000 principal amount of its 6.900% debentures due August
15, 2026 (putable August 15, 2003), $1,015.15 principal amount of its
new notes.
The exchange offer will expire at 5:00 p.m. EDT, on July 24, 2002, unless
extended.
Concurrently with the exchange offer, the Corporation will solicit consents
to approve certain amendments to the indentures governing the existing notes.
The Corporation is offering to make consent payments of $10 per $1,000 principal
amount tendered to holders who validly tender their existing notes and deliver
their consents on or prior to the consent payment deadline, which is July 10,
2002, at 5:00 p.m. EDT.
The exchange offer and consent solicitation are subject to the receipt of
valid and unrevoked tenders and consents representing more than two-thirds in
aggregate principal amount of each series of existing notes, as well as other
customary conditions, which must be met or waived by the Corporation.
The exchange offer and consent solicitation will only be made inside the
United States to investors who are qualified institutional buyers or
institutional accredited investors, and outside the United States to non-U.S.
persons. The new notes will be issued by the Corporation, with the Company
acting as a co-obligor. The new notes have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. The Corporation will enter into a registration rights agreement
pursuant to which it will agree to file an exchange offer registration statement
with the Securities and Exchange Commission with respect to the new 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.
J. C. Penney Corporation, Inc., a wholly-owned 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 April 27, 2002, it
operated 1,074 JCPenney department stores in all 50 states, Puerto Rico, and
Mexico, and 54 Renner department stores in Brazil. Eckerd operated 2,643
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.
This release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements, which reflect the Company's current views of future events and
financial performance, involve known and unknown risks and uncertainties that
may cause the Company's actual results to be materially different from planned
or expected results. Those risks and uncertainties include, but are not limited
to, competition, consumer demand, seasonality, economic conditions, and
government activity. Investors should take such risks into account when making
investment decisions.