-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AtPIVUPluyaJFWPq9rNpakjeei0pGDTDAihLPLSLIp8q1mXFHQbNx4jHxhLH655l I5gTa9Y4NGojyIfC4a0lSQ== 0001166126-02-000050.txt : 20020906 0001166126-02-000050.hdr.sgml : 20020906 20020906133734 ACCESSION NUMBER: 0001166126-02-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020906 ITEM INFORMATION: Other events FILED AS OF DATE: 20020906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J C PENNEY CO INC CENTRAL INDEX KEY: 0001166126 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 260037077 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15274 FILM NUMBER: 02758272 BUSINESS ADDRESS: STREET 1: 6501 LEGACY DRIVE CITY: PLANO STATE: TX ZIP: 75024-3698 BUSINESS PHONE: 9722431100 FORMER COMPANY: FORMER CONFORMED NAME: J C PENNEY HOLDINGS INC DATE OF NAME CHANGE: 20020128 8-K 1 jcpenneyco8k9602.txt J. C. PENNEY COMPANY, INC. 8K - 9/6/02 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- 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): September 6, 2002 J. C. Penney Company, Inc. (Exact name of registrant as specified in its charter) Delaware 1-777 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 On September 6, 2002, J. C. Penney Company, Inc. submitted to the Securities and Exchange Commission ("Commission") the Statements under Oath of Principal Executive Officer and Principal Financial Officer ("Sworn Statements") in accordance with the Commission's June 27, 2002, order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. A copy of the Sworn Statements is filed herewith as Exhibits 99.1 and 99.2, and incorporated by reference herein. On September 6, 2002, J. C. Penney Company, Inc. submitted to the Securities and Exchange Commission ("Commission") the Chief Executive Officer and Chief Financial Officer Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Certifications"). A copy of the Certifications is filed herewith as Exhibits 99.3 and 99.4, and incorporated by reference herein. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Statement Under Oath of Allen I. Questrom, Principal Executive Officer of J. C. Penney Company, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.2 Statement Under Oath of Robert B. Cavanaugh, Principal Financial Officer of J. C. Penney Company, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.3 Certification by Chief Executive Officer Required by Section 906 of the Sarbanes-Oxley Act of 2002. 99.4 Certification by Chief Financial Officer Required by Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURE 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. By: /s/ Charles R. Lotter ------------------------------- Charles R. Lotter Executive Vice President, Secretary and General Counsel Date: September 6, 2002 EX-99 4 jcpcompany8kcertifcations.txt CERTIFICATIONS Exhibit 99.1 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Allen Questrom, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of J. C. Penney Company, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended January 26, 2002 of J. C. Penney Company, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of J. C. Penney Company, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Allen Questrom - ---------------------------- Subscribed and sworn to Allen Questrom before me this 6 day of September, 2002. Chairman and Chief Executive Officer September 6, 2002 /s/ Joyce L. Rogers ---------------------------------- Notary Public My Commission Expires: 6/17/03 Exhibit 99.2 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Robert B. Cavanaugh, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of J. C. Penney Company, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended January 26, 2002 of J. C. Penney Company, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of J. C. Penney Company, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Robert B. Cavanaugh - ---------------------------- Subscribed and sworn to Robert B. Cavanaugh before me this 6 day of September, 2002. Executive Vice President and Chief Financial Officer September 6, 2002 /s/ Joyce L. Rogers ---------------------------------- Notary Public My Commission Expires:6/17/03 Exhibit 99.3 CERTIFICATION BY CHIEF EXECUTIVE OFFICER AS REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of J. C. Penney Company, Inc. ("Company") on Form 10-Q for the period ending July 27, 2002, as filed with the Securities and Exchange Commission on the date hereof ("Report"), I, Allen I. Questrom, Chairman of the Board and Chief Executive Officer of the Company, certify, as required by 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 the operations of the Company. /s/ Allen I. Questrom ---------------------------- Allen I. Questrom Chairman of the Board and Chief Executive Officer J. C. Penney Company, Inc. Exhibit 99.4 CERTIFICATION BY CHIEF FINANCIAL OFFICER AS REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of J. C. Penney Company, Inc. ("Company") on Form 10-Q for the period ending July 27, 2002, as filed with the Securities and Exchange Commission on the date hereof ("Report"), I, Robert B. Cavanaugh, Executive Vice President and Chief Financial Officer, certify, as required by 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 the operations of the Company. /s/ Robert B. Cavanaugh ---------------------------- Robert B. Cavanaugh Executive Vice President and Chief Financial Officer J. C. Penney Company, Inc. -----END PRIVACY-ENHANCED MESSAGE-----