SC 13G/A 1 0001.txt AMENDMENT #12 FOR Y/E 12/31/2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* J. C. PENNEY COMPANY, INC. __________________________ (Name of Issuer) Common Stock of 50c par value _____________________________ (Title of Class of Securities) 708160106 _______________ (CUSIP Number) December 31, 2000 ________________________________________________________________ (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) CUSIP No.708160106 13G Page 2 of 6 Pages _________ _____ ___ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney Company, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Not Applicable 5 SOLE VOTING POWER -0-. See Item 4 (c). NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 50,338,784. See Item 4 (c). OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0-. See Item 4 (c). PERSON WITH 8 SHARED DISPOSITIVE POWER 50,338,784. See Item 4 (c). 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,338,784. See Item 4 (c). 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.2%. See Item 4 (b). 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) EP Page 3 of 6 Pages _ _ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12) Item 1(a) Name of Issuer: J. C. PENNEY COMPANY, INC. Item 1(b) Address of Issuer's Principal Executive Offices: 6501 Legacy Drive, Plano, Texas 75024-3698 Item 2(a) Name of Person Filing: Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney Company, Inc. ("Plan") Item 2(b) Address of Principal Business Office: 6501 Legacy Drive, Plano, Texas 75024-3698 mailing address, P. O. Box 659002, Dallas, Texas 75265-9002 Item 2(c) Citizenship: Not applicable. Item 2(d) Title of Class of Securities: Common Stock of 50c par value (Series B ESOP Convertible Preferred Stock ("ESOP Preferred Stock") - each share being convertible into 20 shares of Common Stock ("ESOP Preferred Common Stock Equivalent")) Item 2(e) CUSIP No. 708160106 Item 3 If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (f) [x] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). Item 4 Ownership. (a) Amount Beneficially Owned: 50,338,784 shares. (See Item 4(c)). (b) Percent of Class: 18.2%. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 0. (ii) shared power to vote or to direct the vote - 50,338,784. Each of the issuer's employees who is a Plan participant and who has been allocated shares under the Plan ("Allocated Stock") is entitled to instruct the trustee ("Trustee") of the Plan (State Street Bank and Trust Company) on how to vote the shares of Common Stock of 50c par value of the issuer ("Penney Stock") and the ESOP Page 5 of 6 Pages _ _ Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable Item 8 Identification and Classification of Members of the Group Not Applicable Item 9 Notice of Dissolution of Group. Not applicable Item 10 Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. The filing of this statement shall not be construed as an admission that the Plan is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. Page 6 of 6 _ _ Signature _________ After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2001 /s/ George Brand ________________________________________ Signature George Brand, Benefit Plans Accounting Manager ______________________________________________ Name/Title