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): July 25, 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
extension of the exchange offer and related consent solicitation of its
subsidiary, J. C. Penney Corporation, Inc., and the acceptance for settlement of
notes tendered to date.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99 J. C. Penney Company, Inc. News Release of July 25, 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/ Robert B. Cavanuagh
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Robert B. Cavanaugh
Executive Vice President,
Chief Financial Officer
Date: July 29, 2002
EXHIBIT INDEX
Exhibit Number Description
99 J. C. Penney Company, Inc. News Release of July 25, 2002
Exhibit 99
JCPENNEY NEWS RELEASE
Contact
Rita Trevino Flynn Eli Akresh Bob Johnson
Public Relations Investor Relations Investor Relations
(972) 431-4753 (972) 431-2207 (972) 431-2217
rflynn@jcpenney.com eakresh@jcpenney.com rvjohnso@jcpenney.com
J. C. Penney Corporation, Inc. Extends Debt Exchange Offer and Related Consent
Solicitation and Accepts for Settlement Notes Tendered to Date
PLANO,Texas --July 25, 2002 --J. C. Penney Corporation, Inc., a
wholly-owned subsidiary of J. C. Penney Company, Inc. (NYSE: JCP - News),
announced today that it is extending until 5:00 p.m. (EDT), August 7, 2002, the
expiration date 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 (collectively, the "Outstanding Notes") and its
related consent solicitation seeking certain amendments to the indentures under
which the Outstanding Notes were issued.
In addition, J. C. Penney Corporation,Inc. (the "Corporation") announced
that valid and unrevoked tenders made prior to 5:00 p.m. (EDT), July 24, 2002,
of an aggregate $90,469,000 principal amount of 6.125% Notes due 2003, an
aggregate $64,402,000 principal amount of 7.375% Notes due 2004 and an aggregate
$72,094,000 principal amount of 6.900% Debentures due 2026 have been accepted
and become irrevocable. On July 26, 2002, the Corporation will issue in excess
of $230 million aggregate principal amount of New Notes, and pay the required
consent payment, to the holders who made such tenders. The Corporation does not
at this time intend to execute supplemental indentures amending the indentures
governing the Outstanding Notes.
Holders tendering Outstanding Notes today through the extended exchange
offer expiration date shall not be entitled to any withdrawal rights except
under the limited circumstances provided in the Offering Memorandum and Consent
Solicitation Statement dated June 26, 2002, as amended on July 11, 2002 and
hereby (the "Offering Memorandum"). Consent payments will be made in respect of
all valid and unrevoked consents regardless of whether or not the Corporation
receives valid consents representing two-thirds in aggregate principal amount of
each series of Outstanding Notes.
If valid and unrevoked consents are received from two-thirds in aggregate
principal amount of any series of Outstanding Notes subject to the exchange
offer and consent solicitation, the Corporation intends to execute a
supplemental indenture effecting the applicable amendment in respect of such
series of notes promptly after the exchange offer expiration date. It is
possible that fewer than two-thirds in aggregate principal amount of each series
of notes subject to the exchange offer and consent solicitation will have been
exchanged for New Notes and furthermore the exchange offer may be consummated
without the proposed amendments becoming effective.
The exchange offer and consent solicitation are subject to the terms and
conditions of the Offering Memorandum. This announcement shall serve to amend
and supplement the Offering Memorandum and the related letter of transmittal
with respect to the matters described above. All other terms and conditions of
the Offering Memorandum and related letter of transmittal shall remain in full
force and effect.
Persons with questions regarding the exchange offer and consent
solicitation should contact Mellon Investor Services LLC, the information agent,
attention: Grainne McIntyre, at: (917) 320-6286 (banks and brokers) or
800-957-3110 (toll-free). Any holder of Outstanding Notes who desires to tender
its notes and give its consent whose notes are not immediately available or who
cannot comply with the procedures for book-entry transfer described in the
Offering Memorandum on a timely basis may tender such notes and give its consent
by requesting from, and duly completing, executing and delivering to, the
information agent a Notice of Guaranteed Delivery.
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, and only holders of Outstanding Notes who
have completed and returned a certification letter are authorized to receive or
review the Offering Memorandum or to participate in the exchange offer and
consent solicitation.
J. C. Penney Corporation, Inc. 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 Corporation 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.
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