8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

March 26, 2020

Date of Report (date of earliest event reported)

J. C. PENNEY COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-15274		26-0037077
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
6501 Legacy Drive	Plano	Texas	75024-3698
(Address of Principal Executive Offices)			(Zip Code)

(972) 431-1000

Registrant's telephone number, including area code

 Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock of 50 cents par value	JCP	New York Stock Exchange
Preferred Stock Purchase Rights	JCP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefits Plans.

On March 31, 2020, J. C. Penney Company, Inc. (the “Company”) delivered a notice of blackout period concerning common stock of the Company, including stock trades within the J. C. Penney Corporation, Inc. Savings, Profit-Sharing and Stock Ownership Plan, the J. C. Penney Corporation, Inc. Safe Harbor 401(k) Plan and the J. C. Penney Corporation, Inc. Mirror Savings Plan (collectively the “Plans”).  This notice was the result of the determination by Newport Trust Company (“Newport Trust”), the independent fiduciary and investment manager of the JCPenney Stock Fund, the investment fund under the Plans that holds shares of common stock of the Company, that the JCPenney Stock Fund be closed to new investments, including both participant contributions and transfers.  As a result of this action by Newport Trust, Plan participants’ contributions to the JCPenney Stock Fund will be directed instead to the default investment option provided under the applicable Plan until participants direct such contributions into another investment fund.

Newport Trust made this decision based on several factors, including the negative impact of the Coronavirus pandemic on the U.S. economy and global markets and the Company’s stock performance.  The blackout period began on March 26, 2020 and Newport Trust has not determined when the JCPenney Stock Fund will be able to accept any new contributions or transfers from other investment funds under the Plans.  Advance notice of the blackout period was not possible due to the quickly changing economic conditions resulting from the Coronavirus pandemic. During the blackout period, executive officers will be precluded from moving their existing account balances under the Plans out of the JCPenney Stock Fund.  In addition, during the blackout period, all Plan participants will not be permitted to purchase the Company’s common stock normally offered pursuant to the Plans.  Also, during the blackout period, subject to limited exceptions, the Company’s directors and executive officers will be prohibited from, directly or indirectly, purchasing, selling, or otherwise acquiring or transferring shares of the Company’s common stock (including derivative securities pertaining to such shares) acquired in connection with their service as a director or employment as an executive officer of the Company.  

A copy of the blackout notice to executive officers and directors, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On March 31, 2020, the Company issued a press release announcing the continuation of the temporary closure of its stores and business offices due to the Coronavirus (COVID-19) pandemic.  As the result of the continued store closures, the Company also announced its decision to furlough a majority of store, supply chain and corporate associates.  The Company’s flagship store, jcp.com, its mobile app and customer care center remain open. A copy of the press release is filed herewith as Exhibit 99.2 hereto and is incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Information

The Company has included statements in this Current Report on Form 8-K that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect” and similar expressions identify forward-looking statements. Forward-looking statements are based only on the Company’s current assumptions and views of future events and financial performance. They are subject to known and unknown risks and uncertainties, many of which are outside of the Company’s control that may cause the Company’s actual results to be materially different from planned or expected results. Please refer to the Company’s Annual Report on Form 10-K for the year ended February 2, 2020 for a further discussion of risks and uncertainties. Investors should take such risks into account and should not rely on forward-looking statements when making investment decisions. Any forward-looking statement made by us in this Current Report on Form 8-K is based only on information currently available to us and speaks only as of the date on which it is made. We do not undertake to update these forward-looking statements as of any future date.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibit 99.1	Blackout Notice to Executive Officers and Directors
	Exhibit 99.2	J. C. Penney Company, Inc. News Release issued March 31, 2020
	Exhibit 104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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/ Bill Wafford
	Bill Wafford
	Executive Vice President, Chief Financial Officer

Date: March 31, 2020

EX-99.1

Exhibit 99.1

TO:All Executive Officers and Directors

RE: Notice of Blackout Period Concerning Common Stock of J. C. Penney Company, Inc. (the "Company"), Including Stock Trades Within the J. C. Penney Corporation, Inc. Savings, Profit-Sharing and Stock Ownership Plan, the J. C. Penney Corporation Inc. Safe Harbor 401(k) Plan and the J. C. Penney Corporation, Inc. Mirror Savings Plan (collectively the "Plans")

As a result of several factors, including the negative impact of the Coronavirus pandemic on the U.S. economy and global markets and the Company’s stock performance, Newport Trust Company ("Newport Trust"), the independent fiduciary and investment manager of the JCPenney Stock Fund, the investment fund under the Plans that holds shares of common stock of the Company, has determined that the JCPenney Stock Fund will be closed to new investments, including both participant contributions and transfers, meaning such fund will not accept any new contributions or transfers from other investment funds under the Plans. A decision has not been made to close the JCPenney Stock Fund under the Plans at this time. The period when the JCPenney Stock Fund will be closed to new investments is referred to as a "blackout period" and began on March 26, 2020, and will end as soon as reasonably practicable after the circumstances giving rise to the suspension have ended (the "Blackout Period"). We will notify you when the Blackout Period ends.

In addition, your ability to engage in transactions involving Company stock is limited during the Blackout Period, regardless of whether you participate in the Plans or invest in the JCPenney Stock Fund. Pursuant to the memo distributed by the Company to you on February 25, 2020, the last open window for trading in Company stock, including transfers of funds in or out of the JCPenney Stock Fund, closed on March 13, 2020.

Under the Section 306 of the Sarbanes-Oxley Act of 2002, as a result of the blackout described above, you will not be permitted, directly or indirectly, to purchase, sell, or otherwise acquire or transfer any equity securities of the Company (or derivative securities of those equity securities, such as stock options) during the Blackout Period. This prohibition also applies to any direct or indirect pecuniary interest you may have in such securities, such as Company stock held by immediate family members living with you, or held in trust, or by controlled partnerships or corporations.

The prohibition on sales and other transfers applies only to equity securities of the Company (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of the Company. It is important to note that any such security you sell or otherwise transfer will be treated automatically as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements.

If you engage in a transaction that violates the restrictions described above, you may be required to disgorge your profits from the transaction and you may be subject to civil and criminal penalties. The SEC regulations regarding blackout period restrictions are complex. To avoid any inadvertent violations of the Blackout Period restrictions, please contact Brandy Treadway, Senior Vice President, General Counsel & Secretary, 6501 Legacy Drive, Plano, TX 75024, (972) 431-1000 if you have any questions about your obligations. You may also obtain without charge, information as to whether the Blackout Period has ended by contacting Kelly Nelson, 6501 Legacy Drive, Plano, TX 75024, (972) 431-1000. In addition, during this Blackout Period the trading restrictions under the Company's insider trading policy continue to apply.

This notice is being provided as soon as practicable after Newport Trust closed the JCPenney Stock Fund under the Plans to new investments. Advance notice of the Blackout Period was not possible due to the quickly changing economic conditions resulting from the Coronavirus pandemic.

If you have any questions or concerns regarding this notice, the Blackout Period or the restrictions described herein, please contact J. C. Penney Company, Inc., Attention: Brandy Treadway, Senior Vice President, General Counsel & Secretary, 6501 Legacy Drive, Plano, TX 75024, (972) 431-1000.

EX-99.2

Exhibit 99.2

JCPenney Extends Store Closures and Provides Business Updates

PLANO, Texas (March 31, 2020) - J. C. Penney Company, Inc. (NYSE: JCP) today announced it will extend the temporary closure of its stores and business offices due to the Coronavirus (COVID-19) pandemic. The Company will continue to follow guidance from local, state, and federal officials as it anticipates gradually reopening stores and offices in markets when it is safe to do so.

As a result of its store closures, JCPenney has made the difficult decision to temporarily furlough the majority of store hourly associates, beginning April 2. During this time, the Company will also require a smaller corporate workforce. Beginning April 5, a significant portion of associates in the Company’s Home Office, Salt Lake City, and Soho design offices will be furloughed, along with its store salaried associates. Many of the Company’s associates in supply chain and logistics centers were previously furloughed on March 20, and those furloughs will continue.

“These are difficult days all across the country and the globe. At JCPenney, we are making tough, prudent decisions to protect both the safety of our associates and the future of our Company,” said Jill Soltau, chief executive officer of JCPenney. “We remain optimistic about JCPenney’s ability to weather this pandemic. We also believe these short-term solutions will have a long-term benefit for our associates, customers, and key stakeholders as we look forward to the day that we reopen our doors.”

All furloughed associates who are currently enrolled in the JCPenney benefits program will continue to receive full health benefits and the Company plans to cover 100 percent of employee-paid premiums for the duration of the furlough. Many impacted associates are also eligible to receive state unemployment benefits, which were recently increased with the passage of the federal stimulus bill.

“Our thoughts are with our valued associates and their families who are all being affected as we face this troubling time together. This is a true public health crisis, so we are maintaining health benefits and paying premiums for associates,” Soltau said. “We are in conversation with our associates and endeavoring to answer every one of their questions.”

JCPenney has taken several actions to improve its cash position and financial flexibility during the pandemic, including deferring capital spend, utilizing funds available under the revolving credit facility, pausing hiring, cutting spending, reducing receipts, and extending the terms for payment of goods and services. The Company has also suspended 2020 merit increases and is evaluating other financial options.

The Company’s eCommerce distribution centers and customer care will remain open, fulfilling online orders and answering customer inquiries. The centers will continue to operate by following enhanced social distancing, best practices for sanitization, and other safety measures. Its international operations continue, while complying with government mandates.

JCPenney Corporate Communications & Public Relations:

jcpnews@jcp.com - Follow @jcpnews on Twitter for the latest announcements and Company information.

Investor Relations:

jcpinvestorrelations@jcp.com

About JCPenney

J. C. Penney Company, Inc. (NYSE: JCP), one of the nation’s largest apparel and home retailers, combines an expansive footprint of approximately 850 stores across the United States and Puerto Rico with a powerful e-commerce site, jcp.com, to deliver style and value for all hard-working American families. At every touchpoint, customers will discover stylish merchandise at incredible value from an extensive portfolio of private, exclusive and national brands. Reinforcing this shopping experience is the customer service and warrior spirit of nearly 90,000 associates across the globe, all driving toward the Company's mission to help customers find what they love for less time, money and effort. For additional information, please visit jcp.com.

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XML

Document and Entity Information Document	Mar. 26, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 26, 2020
Entity Registrant Name	J. C. PENNEY COMPANY, INC.
Entity Central Index Key	0001166126
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-15274
Entity Tax Identification Number	26-0037077
Entity Address, Address Line One	6501 Legacy Drive
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024-3698
City Area Code	972
Local Phone Number	431-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Stock of 50 cents par value [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock of 50 cents par value
Trading Symbol	JCP
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. [Member] | Preferred Stock Purchase Rights [Member]
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	JCP
Security Exchange Name	NYSE