-----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, QUUeNzCtg1walDWxp+Lq5tTbSR3gcClkIIfGljtLzwFS8D1GQH8g5V9cszg1FhJc lANpeNt4yPx3dFEyyyD+mg== 0000930661-96-000049.txt : 19960216 0000930661-96-000049.hdr.sgml : 19960216 ACCESSION NUMBER: 0000930661-96-000049 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960213 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENNEY J C CO INC CENTRAL INDEX KEY: 0000077182 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 135583779 STATE OF INCORPORATION: DE FISCAL YEAR END: 0126 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10354 FILM NUMBER: 96516351 BUSINESS ADDRESS: STREET 1: 6501 LEGACY DRIVE CITY: PLANO STATE: TX ZIP: 75024-3698 BUSINESS PHONE: 2144311000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENNEY J C CO INC SAVINGS & PROFIT SHARING FD UNDER SAVINGS CENTRAL INDEX KEY: 0000918912 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6501 LEGACY CITY: PLANO STATE: TX ZIP: 75024-3698 MAIL ADDRESS: STREET 1: 6501 LEGACY CITY: PLANO STATE: TX ZIP: 75024-3698 SC 13G/A 1 AMD. 17 FOR Y.E. 12-31-95 OF RETIREMENT PLAN CONFORMED COPY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 17)* J. C. PENNEY COMPANY, INC. -------------------------- (Name of Issuer) Common Stock of 50 cents par value ---------------------------------- (Title of Class of Securities) 708160106 -------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Savings and Profit-Sharing Fund under Savings and Profit-Sharing Retirement Plan of J. C. Penney Company, Inc. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Not Applicable - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0-. See Item 4(c). SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 28,577,925. See Item 4(c). OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0-. See Item 4(c). PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 28,577,925. See Item 4(c). - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 28,577,925. See Item 4(c). - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 11.74%. See Item 4(b). - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 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. 17) 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 and Profit-Sharing Fund under Savings and Profit-Sharing Retirement Plan of J. C. Penney Company, Inc. Item 2(b) Address of Principal Business Office: 12700 Park Central Place, 12th Floor, Dallas, Texas 75251 mailing address, P. O. Box 2405, Dallas, Texas 75221-2405 Item 2(c) Citizenship: Not Applicable Item 2(d) Title of Class of Securities: Common Stock of 50 cents par value Item 2(e) CUSIP No. 708160106 Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (f) [x] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund. Item 4 Ownership. (a) Amount Beneficially Owned: 28,577,925 shares (See Item 4(c)). (b) Percent of Class: 11.74%. (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-28,577,925. Each of the issuer's employees who is a Savings and Profit-Sharing Retirement Plan ("Plan") participant and who has been allocated shares under the Plan ("Allocated Stock") is Page 4 of 6 Pages 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 50 cents par value of the issuer ("Penney Stock") credited to such participant's accounts under the Plan, plus an allocable portion of all Allocated Stock for which no direction has been received and/or shares not credited to any participant's account ("Unallocated/Undirected Stock"). The Trustee is obligated to vote such Allocated Stock and Unallocated/Undirected Stock as instructed, and to vote any Unallocated/Undirected Stock for which it has not received voting instructions from the participants but only in the same manner and proportion as the voting of participants, who gave timely voting instructions with respect thereto. (iii) sole power to dispose or to direct the disposition of - 0. (iv) shared power to dispose or to direct the disposition of - 28,577,925. (A) In the event of any offer (including, but not limited to, a tender or exchange offer within the meaning of the Securities Exchange Act of 1934, as amended) for shares of Penney Stock each Plan participant may direct the Trustee to accept or reject the offer or to tender or not tender the shares of Penney Stock credited to such participant's accounts under the Plan, plus an allocable portion of all Unallocated/Undirected Stock. The Trustee shall be obligated to follow all such directions which are timely received. The Trustee is to decide whether or not to accept or reject the offer or to tender or not to tender shares of Penney Stock pursuant to an offer only if the sum of the number of shares it sold, exchanged or transferred in accordance with any other offer during the preceding twelve months plus the number of shares subject to an outstanding offer is fewer than 10% of the total number of shares held by the Plan. (B) Although the Trustee does not normally trade shares of Penney Stock held by it, under certain circumstances a participant may give instructions regarding his or her accounts which may result in the sale or transfer of certain shares by the Trustee. Item 5 Ownership of Five Percent or Less of a Class. Not applicable Page 5 of 6 Pages Item 6 Ownership of More than Five Percent on Behalf of Another Person. The filing person maintains a trust which holds shares of Penney Stock for the benefit of current and certain former employees of the issuer who are participants in the Plan. Participants in the Plan have the right upon termination, pursuant to the terms of the Plan, to the vested shares of Penney Stock, or to the proceeds of the sale of shares of Penney Stock. 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. Not applicable. The filing of this statement shall not be construed as an admission that the Savings and Profit-Sharing Fund under 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 Pages 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 9, 1996 /S/ F. L. Wasserman - ------------------------------------------ Signature F. L. Wasserman, Benefits Controller - ------------------------------------------ Name/Title -----END PRIVACY-ENHANCED MESSAGE-----