-----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, EzLskCwTX7XUhm/1udc8R3tlA2Fr98JR1cTRpX4fq5EGiLH556A6LOSMxKu/a3gy o4l7M0wx66LJnA31WGJzqA== 0000930661-97-001876.txt : 19970812 0000930661-97-001876.hdr.sgml : 19970812 ACCESSION NUMBER: 0000930661-97-001876 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970811 EFFECTIVENESS DATE: 19970811 SROS: NYSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33343 FILM NUMBER: 97655534 BUSINESS ADDRESS: STREET 1: 6501 LEGACY DR CITY: PLANO STATE: TX ZIP: 75024-3698 BUSINESS PHONE: 2144311000 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1997 ----------------------------------------------------------------------- REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ J. C. PENNEY COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-5583779 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 6501 LEGACY DRIVE PLANO, TEXAS 75024-3698 (Address of principal executive offices, including zip code) J. C. PENNEY COMPANY, INC. SAVINGS, PROFIT-SHARING AND STOCK OWNERSHIP PLAN (Full title of the plan) CHARLES R. LOTTER, ESQ. EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL J. C. PENNEY COMPANY, INC. 6501 LEGACY DRIVE PLANO, TEXAS 75024-0005 (972) 431-1201 (Name, address, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum Amount maximum aggregate offering Title of securities to be offering price price Amount of to be registered registered per share registration fee - ----------------------------------------------------------------------------------------------------------- Common Stock of 50c par value ("JCPenney Stock") of J. C. Penney Company, Inc. ("Company") including the associated rights to purchase shares of the Company's Series A 5,000,000 $57.4375** $287,187,500** $87,027** Junior Participating Preferred Stock, shares* without par value ("Rights") - -----------------------------------------------------------------------------------------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. * The J. C. Penney Company, Inc. Savings, Profit-Sharing and Stock Ownership Plan ("Plan") provides that the number of shares available under the Plan will be equitably adjusted in the event of a stock dividend, stock split, recapitalization or similar event. Accordingly, this Registration Statement covers, in addition to the number of shares of JCPenney Stock stated above, an indeterminate number of shares which by reason of such event may become available under the Plan. ** Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) and based on the average of the high and low sales prices of JCPenney Stock as reported in the New York Stock Exchange Composite Transactions for August 8, 1997. Pursuant to General Instruction E to Form S-8 and except as otherwise indicated herein, the contents of the Company's Registration Statement on Form S-8 (Commission File No. 33-59666) relating to 2,000,000 shares of JCPenney Stock and the Rights associated therewith (as adjusted pursuant to a subsequent stock split) are hereby incorporated by reference herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. - EXHIBITS See Exhibit Index at page 2. In lieu of an opinion of counsel concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, and an Internal Revenue Service determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code, the registrant has submitted the Plan and any amendments thereto to the Internal Revenue Service in a timely manner and hereby undertakes to make all changes required by the Internal Revenue Service in order to qualify the Plan. 1 EXHIBIT INDEX ------------- These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit No. Description - ----------- ----------- (23) Consent of KPMG Peat Marwick LLP. (24) Power of Attorney. 2 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of -------------- 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on the 11th day of August, 1997. J. C. PENNEY COMPANY, INC. By /s/ Charles R. Lotter, Esq. ---------------------------- Charles R. Lotter, Esq. Executive Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date ---------- ----- ---- J. E. OESTERREICHER* Chairman of the Board August 11, 1997 - ----------------------------------- and Chief Executive J. E. OESTERREICHER Officer (principal executive officer); Director W. B. TYGART* President and Chief August 11, 1997 - ----------------------------------- Operating Officer; W. B. TYGART Director D. A. MCKAY* Senior Vice President August 11, 1997 - ----------------------------------- and Chief Financial D. A. MCKAY Officer (principal financial officer) W. J. ALCORN* Vice President and August 11, 1997 - ----------------------------------- Controller (principal W. J. ALCORN accounting officer) 3 M. A. BURNS* Director August 11, 1997 - ----------------------------------- M. A. BURNS V. E. JORDAN, JR.* Director August 11, 1997 - ----------------------------------- V. E. JORDAN, JR. GEORGE NIGH* Director August 11, 1997 - ----------------------------------- GEORGE NIGH J. C. PFEIFFER* Director August 11, 1997 - ----------------------------------- J. C. PFEIFFER A. W. RICHARDS* Director August 11, 1997 - ----------------------------------- A. W. RICHARDS C. S. SANFORD, JR.* Director August 11, 1997 - ----------------------------------- C. S. SANFORD, JR. R. G. TURNER* Director August 11, 1997 - ----------------------------------- R. G. TURNER J. D. WILLIAMS* Director August 11, 1997 - ----------------------------------- J. D. WILLIAMS * By: /s/ C. R. Lotter, Esq. ----------------------- C. R. Lotter, Esq. Attorney-in-fact The Plan. Pursuant to the requirements of the Securities Act of 1933, the -------- trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on the 11th day of August, 1997. J. C. PENNEY COMPANY, INC. SAVINGS, PROFIT-SHARING AND STOCK OWNERSHIP PLAN By /s/ B. A. Hill ---------------------------------- B. A. HILL Member of Benefits Administration Committee 4 EX-23 2 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- To the Board of Directors of J. C. Penney Company, Inc. We consent to incorporation by reference herein of our reports dated February 27, 1997 relating to the consolidated financial statements and financial statement schedule of J. C. Penney Company, Inc. and subsidiaries and the financial statements of J. C. Penney Funding Corporation as of January 25, 1997, January 27, 1996, and January 28, 1995, and for each of the years in the three- year period ended January 25, 1997. Our report covering the consolidated financial statements of J. C. Penney Company, Inc. and subsidiaries refers to the adoption of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived --------------------------------------------------------------------- Assets to Be Disposed Of, in 1995 and Statement of Financial Accounting - ------------------------ Standards No. 115, Accounting for Certain Investments in Debt and Equity ----------------------------------------------------- Securities, in 1994. - ---------- /s/ KPMG Peat Marwick LLP Dallas, Texas August 6, 1997 EX-24 3 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS THAT each of the undersigned directors and officers of J. C. PENNEY COMPANY, INC., a Delaware corporation ("Company"), which Company is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-8 for the registration of shares of Common Stock of 50c par value of the Company, including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, without par value, of the Company, for issuance pursuant to the Company's Savings, Profit- Sharing and Stock Ownership Plan, hereby constitutes and appoints W. J. Alcorn, R. B. Cavanaugh, C. R. Lotter and D. A. McKay, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to each of them to act without the others, for him or her in his or her name, place, and stead, in any and all capacities, to sign said Registration Statement, which is about to be filed, and any and all subsequent amendments to said Registration Statement (including, without limitation, any and all post-effective amendments thereto) and to file said Registration Statement and any and all subsequent amendments to said Registration Statement (including, without limitation, any and all post- effective amendments thereto) so signed, with all exhibits thereto, and any and all documents in connection therewith, and to appear before the Securities and Exchange Commission in connection with any matter relating to said Registration Statement and any and all subsequent amendments to said Registration Statement (including, without limitation, any and all post-effective amendments thereto), hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the 30th day of July, 1997. /s/ J. E. Oesterreicher /s/ W. B. Tygart - ------------------------ ------------------------------ J. E. Oesterreicher W. B. Tygart Chairman of the Board and President and Chief Executive Officer Chief Operating Officer; (principal executive officer); Director Director /s/ D. A. McKay /s/ W. J. Alcorn - ------------------------ ------------------------------ D. A. McKay W. J. Alcorn Senior Vice President and Vice President and Controller Chief Financial Officer (principal accounting officer) (principal financial officer) /s/ M. A. Burns --------------------------- M. A. Burns Director /s/ V. E. Jordan, Jr. --------------------------- V. E. Jordan, Jr. Director /s/ George Nigh --------------------------- George Nigh Director /s/ J. C. Pfeiffer --------------------------- J.C. Pfeiffer Director /s/ A. W. Richards --------------------------- A. W. Richards Director /s/ C. S. Sanford, Jr. --------------------------- C. S. Sanford, Jr. Director /s/ R. G. Turner --------------------------- R. G. Turner Director /s/ J. D. Williams --------------------------- J. D. Williams Director -----END PRIVACY-ENHANCED MESSAGE-----