-----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, PfUCJV83d7KFlvJ1IGd85FPqy05PJsTIH+b0oTZ6Y2MqLpR4pGZqlGgB0j2M+F5J PwIRwyOQoryT6O834zZGGw== 0000950134-97-002987.txt : 19970417 0000950134-97-002987.hdr.sgml : 19970417 ACCESSION NUMBER: 0000950134-97-002987 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19970409 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970416 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00777 FILM NUMBER: 97582205 BUSINESS ADDRESS: STREET 1: 6501 LEGACY DR CITY: PLANO STATE: TX ZIP: 75024-3698 BUSINESS PHONE: 2144311000 8-K 1 FORM 8-K 1 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 Date of Report (Date of earliest event reported) - April 9, 1997 J. C. PENNEY COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 1-777 13-5583779 (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) 6501 Legacy Drive Plano, Texas 75024-3698 (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (972) 431-1000 2 Item 5. Other Events. On April 9, 1997, J. C. Penney Company, Inc. (the "Company") entered into an Underwriting Agreement (the "Notes Underwriting Agreement") with Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Morgan, Stanley & Co. Incorporated, BancAmerica Securities, Inc., Bear, Stearns & Co. Inc., and NationsBanc Capital Markets, Inc. (collectively, the "Notes Underwriters") for the sale of (a) $325,000,000 aggregate principal amount of its 6.95% Notes Due 2000 (the "2000 Notes") at a price to the public of 99.919% of the principal amount thereof, (b) $700,000,000 aggregate principal amount of its 7.25% Notes Due 2002 (the "2002 Notes") at a price to the public of 99.958% of the principal amount thereof, and (c) $425,000,000 aggregate principal amount of its 7.60% Notes Due 2007 (the "2007 Notes") at a price of 100.000% of the principal amount thereof; also on April 9, 1997, the Company entered into an Underwriting Agreement (the "Debenture Underwriting Agreement") with Credit Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BT Securities Corporation, Chase Securities Inc., and Citicorp Securities, Inc. (collectively, the "Debenture Underwriters") for the sale of (x) $300,000,000 aggregate principal amount of its 7.95% Debentures Due 2017 (the "2017 Debentures") at a price to the public of 99.520% of the principal amount thereof, (y) $350,000,000 aggregate principal amount of its 8.125% Debentures Due 2027 (the "2027 Debentures") at a price to the public of 97.553% of the principal amount thereof, and (z) $400,000,000 aggregate principal amount of its 7.40% Debentures Due 2037 (the "2037 Debentures") at a price to the public of 99.924% of the principal amount thereof (the 2000 Notes, the 2002 Notes, the 2007 Notes, the 2017 Debentures, the 2027 Debentures, and the 2037 Debentures herein collectively called the "Debt Securities"). The closing of the sale was held on April 14, 1997. The Debt Securities are being issued pursuant to Registration Statement No. 333-06883, which was filed with the Securities and Exchange Commission (the "Commission") on June 26, 1996 and became effective on July 2, 1996, and Registration Statement No. 333- 23339, which was filed with the Commission on March 14, 1997 and became effective on March 21, 1997, and the Prospectus dated March 21, 1997, as supplemented by the Prospectus Supplement dated April 9, 1997, which were filed with the Commission on April 11, 1997. Pursuant to the Registration Statements, debt securities were registered for offering under the Securities Act of 1933, as amended, on a continuous or delayed basis pursuant to the provisions of Rule 415. 3 Item 7. Financial Statements and Exhibits. (c) Exhibits. 1(a) Notes Underwriting Agreement among J. C. Penney Company, Inc. and the Notes Underwriters (dated April 9, 1997). 1(b) Debenture Underwriting Agreement among J. C. Penney Company, Inc. and the Debenture Underwriters (dated April 9, 1997). 4(a) Form of 2000 Note. 4(b) Form of 2002 Note. 4(c) Form of 2007 Note. 4(d) Form of 2017 Debenture. 4(e) Form of 2027 Debenture. 4(f) Form of 2037 Debenture. 5 Opinion of C. R. Lotter with respect to the validity of the Debt Securities. 23(a) Consent of C. R. Lotter (included in Exhibit 5). 4 SIGNATURES ---------- 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. /s/ C. R. LOTTER ------------------------------------- C. R. Lotter Executive Vice President, Secretary and General Counsel Date: April 16, 1997 5 Exhibit Index
Exhibit Number Description - ------ ----------- 1(a) Notes Underwriting Agreement among J. C. Penney Company, Inc. and the Notes Underwriters (dated April 9, 1997). 1(b) Debenture Underwriting Agreement among J. C. Penney Company, Inc. and the Debenture Underwriters (dated April 9, 1997). 4(a) Form of 2000 Note. 4(b) Form of 2002 Note. 4(c) Form of 2007 Note. 4(d) Form of 2017 Debenture. 4(e) Form of 2027 Debenture. 4(f) Form of 2037 Debenture. 5 Opinion of C. R. Lotter with respect to the validity of the Debt Securities. 23(a) Consent of C. R. Lotter (included in Exhibit 5).
EX-1.A 2 NOTES UNDERWRITING AGREEMENT 1 EXHIBIT 1(a) J. C. PENNEY COMPANY, INC. UNDERWRITING AGREEMENT April 9, 1997 CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED BANC AMERICA SECURITIES, INC. BEAR, STEARNS & CO. INC. NATIONSBANC CAPITAL MARKETS, INC. c/o Credit Suisse First Boston Corporation 11 Madison Avenue New York, N.Y. 10010 Ladies and Gentlemen: 1. Introductory. J. C. PENNEY COMPANY, INC., a Delaware corporation ("Company"), proposes to issue and sell the debt securities described in Schedule B hereto (together, the "Notes"). The Notes will be issued under an Indenture, dated as of April 1, 1994, between the Company and First Trust of California, National Association, Successor Trustee to Bank of America National Trust and Savings Association (the "Indenture"). The several Underwriters set forth in Schedule A are hereinafter referred to as "Notes Underwriters". 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with the several Notes Underwriters that: (a) Two registration statements (No. 333-06883 and No. 333-23339), including a prospectus for each, relating to the Notes have been filed with the Securities and Exchange Commission ("Commission") and have become effective. Such registration statements, as amended to the date hereof (but excluding any amendments relating to securities which are not covered by this Agreement), are hereinafter referred to as the "Registration Statements", and the prospectus contained in Registration Statement No. 333-23339, as amended and supplemented by a Prospectus Supplement of even date herewith, including all material incorporated by reference therein, as the "Prospectus". (b) On the respective effective dates of the Registration Statements, as referred to in Section 2(a) hereof, each Registration Statement conformed in all material respects to the requirements of the Securities Act of 1933 ("Act"), the Trust Indenture Act of 1939 ("Trust Indenture Act"), and the published rules and regulations ("Rules and Regulations") of the Commission, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date hereof, each Registration Statement and the Prospectus conforms in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and none of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to (i) statements in or omissions from any of such documents based upon written information furnished to the Company by a Notes Underwriter for use therein, or (ii) statements or omissions in that part of each Registration Statement which constitutes the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee. 3. Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Notes Underwriters, and the Notes Underwriters agree, severally and not jointly, to purchase from the Company, at the purchase prices set forth in Schedule B hereto, plus accrued interest, if any, from April 14, 1997 to the Closing Date as defined below, the respective principal amounts of Notes set forth in Schedule A hereto. 2 The Company will deliver the Notes to the Notes Underwriters, at the office of The Chase Manhattan Bank, 450 West 33rd Street, Fifteenth Floor, New York, New York 10001, Attention: Guy Marzella, against payment of the purchase price by wire transfer to an account previously designated to Credit Suisse First Boston Corporation ("Credit Suisse First Boston") by the Company at a bank acceptable to Credit Suisse First Boston or by official bank check or checks in federal reserve (same day) funds drawn to the order of the Company, at the office of the Company, 6501 Legacy Drive, Plano, Texas 75024-3698, at 9:00 A.M., Dallas, Texas Time, on April 14, 1997 or at such other time not later than seven full business days thereafter as you and the Company determine, such time being herein referred to as the "Closing Date". The Notes so to be delivered will be, unless otherwise mutually agreed by the Notes Underwriters and the Company, in fully registered form, in such denominations and registered in such names as the Notes Underwriters request, and will be made available for checking and packaging at the above office of The Chase Manhattan Bank, at least 24 hours prior to the Closing Date. 4. Covenants of the Company. The Company covenants and agrees with the several Notes Underwriters that: (a) The Company will advise the Notes Underwriters promptly of any amendment or supplementation of the Registration Statements or the Prospectus with respect to the Notes, and of the institution by the Commission of any stop order proceedings in respect of either Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If at any time when a prospectus relating to the Notes is required to be delivered under the Act any event occurs as a result of which the Prospectus as then amended or supplemented with respect to such Notes would include an untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Registration Statements or the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance. (c) Not later than 90 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Closing Date occurs, the Company will make generally available to its securityholders an earnings statement covering such 12-month period which will satisfy the provisions of Section 11(a) of the Act. (d) The Company will furnish to the Notes Underwriters copies of each Registration Statement (one of which, to be delivered to counsel for the Notes Underwriters, will be signed and include all exhibits), the Prospectus and supplements relating to the Notes, in each case as soon as available and in such quantities as the Notes Underwriters reasonably request. (e) The Company will use its best efforts to arrange for the qualification of the Notes for sale, and the determination of their eligibility for investment, under the laws of such jurisdictions as the Notes Underwriters reasonably designate and will diligently endeavor to continue such qualifications in effect so long as required for the distribution of the Notes; provided, however, that the Company shall not be required to register or qualify, or to maintain qualification, as a foreign corporation nor, except as to matters and transactions relating to the offer or sale of the Notes, consent to service of process generally in any state. (f) The Company will pay all expenses incident to the performance of its obligations under this Agreement, and will reimburse the Notes Underwriters for any expenses (including fees and disbursements of counsel) incurred by the Notes Underwriters in connection with qualification of the Notes for sale, and determination of their eligibility for investment, under the laws of such jurisdictions as the Notes Underwriters reasonably designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Notes and for reasonable expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Notes Underwriters. 2 3 (g) So long as any of the Notes are outstanding, the Company will furnish to the Notes Underwriters (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to stockholders, and (iii) from time to time, such other information concerning the Company as the Notes Underwriters may reasonably request. 5. Conditions of Obligations of the Notes Underwriters. The obligations of the Notes Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Notes Underwriters shall have received a letter of KPMG Peat Marwick LLP dated the Closing Date, in form and substance satisfactory to them, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statements and the Prospectus. Such letter shall be in substantially the form, and contain substantially the information, as those letters heretofore furnished by KPMG Peat Marwick LLP in connection with other underwritten offerings by the Company. (b) Prior to the Closing Date, no stop order suspending the effectiveness of either Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or to the knowledge of the Company or the Notes Underwriters, shall be contemplated by the Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company and its subsidiaries, taken as a whole, which, in the judgment of a majority in interest of the Notes Underwriters, materially impairs the investment quality of the Notes. (d) The Notes Underwriters shall have received an opinion of C. R. Lotter, General Counsel of the Company, dated the Closing Date, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification; (ii) The Indenture has been duly authorized, executed and delivered and has been duly qualified under the Trust Indenture Act; the Notes have been duly authorized, executed, authenticated, issued and delivered and conform in all material respects to the description thereof contained in the Prospectus; and the Indenture and the Notes constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (iii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Notes by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws; (iv) The execution, delivery and performance of the Indenture and this Agreement and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any of its property or any agreement or instrument to which the 3 4 Company is a party or by which the Company is bound or to which any of the property of the Company is subject, or the charter or bylaws of the Company, and the Company has full power and authority to authorize, issue and sell the Notes as contemplated by this Agreement; (v) The Registration Statements have become effective under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of either Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending under the Act; the Registration Statements and the Prospectus, as of the date of this Agreement, comply as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations; there has not been disclosed to such counsel any information giving him reason to believe either that the Registration Statements, as of such date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the descriptions in the Registration Statements and the Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate in all material respects and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statements or the Prospectus or to be filed as exhibits to the Registration Statements which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statements or the Prospectus; and (vi) This Agreement has been duly authorized, executed and delivered by the Company. (e) The Notes Underwriters shall have received from Dewey Ballantine, counsel for the Notes Underwriters, such opinion or opinions, dated the Closing Date, with respect to such of the matters stated in paragraph (d) hereof and other related matters as the Notes Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Notes Underwriters shall have received a certificate of the Chairman of the Board and Chief Executive Officer or any Vice President and a principal financial or accounting officer of the Company, dated the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of either Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and that, subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change in the financial position or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Prospectus or as described in such certificate. (g) On the Closing Date, the Debenture Underwriters (as defined in the Prospectus) shall have simultaneously purchased the Debentures (as defined in the Prospectus) pursuant to that certain Underwriting Agreement, dated of even date herewith, among the Company and the Debenture Underwriters. The Company will furnish the Notes Underwriters with such conformed copies of such opinions, certificates, letters and documents as the Notes Underwriters reasonably request. 6. Indemnification. (a) The Company will indemnify and hold harmless each Notes Underwriter and each person, if any, who controls any Notes Underwriter within the meaning of the Act against any losses, 4 5 claims, damages or liabilities, joint or several, to which such Notes Underwriter or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statements, the Prospectus or any amendment or supplement thereto (excluding any amendments or supplements relating to securities which are not covered by this Agreement), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will reimburse each Notes Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Notes Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made (i) in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Notes Underwriter for use therein, or (ii) in that part of each Registration Statement constituting the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Notes Underwriter will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statements and each person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statements, the Prospectus or any amendment or supplement thereto (excluding any amendments or supplements relating to securities which are not covered by this Agreement), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Notes Underwriter for use therein; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which such Notes Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) If recovery is not available under the foregoing indemnification provisions of this Section, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be 5 6 entitled to contribution for liabilities and expenses, except to the extent that contribution is not permitted under Section 11(f) of the Act. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Notes (taking into account the portion of the proceeds of the offering realized by each), the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission and any other equitable considerations appropriate under the circumstances. The Company and the Notes Underwriters agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Notes Underwriters were treated as one entity for such purpose). No Notes Underwriter or any person controlling such Notes Underwriter shall be obligated to make contribution hereunder which in the aggregate exceeds the total public offering price of the Notes purchased by such Notes Underwriter under this Agreement, less the aggregate amount of any damages which such Notes Underwriter and its controlling persons have otherwise been required to pay in respect of the same claim or any substantially similar claim. The Notes Underwriters' obligations to contribute are several in proportion to their respective underwriting obligations and not joint. 7. Default of Notes Underwriters. If any Notes Underwriter or Notes Underwriters default in their obligations to purchase Notes hereunder and the aggregate principal amount of the Notes which such defaulting Notes Underwriter or Notes Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, Credit Suisse First Boston may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Notes Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Notes Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes which such defaulting Notes Underwriters agreed but failed to purchase. If any Notes Underwriter or Notes Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur is more than 10% of the total principal amount of the Notes and arrangements satisfactory to Credit Suisse First Boston and the Company for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Notes Underwriter or the Company, except as provided in Section 8 hereof. As used in this Agreement, the term "Notes Underwriter" includes any person substituted for a Notes Underwriter under this Section. Nothing herein will relieve a defaulting Notes Underwriter from liability for its default. 8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties, and other statements of the Company and of the Notes Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Notes Underwriter or the Company or any of its officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 7 hereof or if for any reason the purchase of the Notes by the Notes Underwriters pursuant to this Agreement is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 hereof and the respective obligations of the Company and the Notes Underwriters pursuant to Section 6 hereof shall remain in effect. If for any reason, the purchase of the Notes by the Notes Underwriters is not consummated other than because of the termination of this Agreement pursuant to Section 7, the Company will reimburse the Notes Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) incurred by them in connection with the offering of the Notes. 9. Notices. All communications hereunder will be in writing and if sent to the Notes Underwriters will be mailed, delivered or telegraphed and confirmed c/o Credit Suisse First Boston, Attention: Investment Banking Department -- Transactions Advisory Group to the address first above written and if sent to the Company will be similarly sent, if by mail, to P.O. Box 10001, Dallas, Texas 75301-0001 and if sent otherwise, to 6501 Legacy Drive, Plano, Texas 75024-3698, Attention of the Secretary. 10. Successors. This Underwriting Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 6 hereof, and no other person will have any right or obligation hereunder. 6 7 11. Representation of Notes Underwriters. Credit Suisse First Boston, as representative, will act for the several Notes Underwriters in connection with the offering of the Notes, and any action under this Agreement taken by the Notes Underwriters jointly or by Credit Suisse First Boston will be binding upon all the Notes Underwriters. 12. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the several Notes Underwriters in accordance with its terms. Very truly yours, J. C. PENNEY COMPANY, INC. By /s/ ROBERT B. CAVANAUGH ----------------------------------- Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED BANCAMERICA SECURITIES, INC. BEAR, STEARNS & CO. INC. NATIONSBANC CAPITAL MARKETS, INC. By CREDIT SUISSE FIRST BOSTON CORPORATION By /s/ DAVID RUSSELL --------------------------------- Managing Director Acting on behalf of itself and as representative of the several Notes Underwriters. 7 8 SCHEDULE A
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF 6.95% NOTES 7.25% NOTES 7.60% NOTES UNDERWRITER DUE 2000 DUE 2002 DUE 2007 ----------- ------------------- ------------------- ------------------- Credit Suisse First Boston Corporation.......................... $ 91,000,000 $196,000,000 $119,000,000 J.P. Morgan Securities Inc. ........... 91,000,000 196,000,000 119,000,000 Morgan Stanley & Co. Incorporated...... 91,000,000 196,000,000 119,000,000 BancAmerica Securities, Inc. .......... 17,500,000 37,500,000 22,750,000 Bear, Stearns & Co. Inc. .............. 17,250,000 37,250,000 22,750,000 NationsBanc Capital Markets, Inc. ..... 17,250,000 37,250,000 22,500,000 ------------ ------------ ------------ Total........................ $325,000,000 $700,000,000 $425,000,000 ============ ============ ============
8 9 SCHEDULE B DESCRIPTION OF DEBT SECURITIES Title of Securities: 6.95% Notes Due 2000 7.25% Notes Due 2002 7.60% Notes Due 2007 Aggregate Principal $325,000,000 $700,000,000 $425,000,000 Amount: Interest rate: 6.95% per annum commencing 7.25% per annum commencing 7.60% per annum commencing April 14, 1997 April 14, 1997 April 14, 1997 Interest payment dates: April 1 and October 1 April 1 and October 1 April 1 and October 1 commencing October 1, 1997 commencing October 1, 1997 commencing October 1, 1997 Maturity date: April 1, 2000 April 1, 2002 April 1, 2007 Purchase price: 99.519% 99.358% 99.350% Initial public offering 99.919% 99.958% 100.000% price: Dealers' concession: 0.250% 0.350% 0.400% Reallowance: 0.200% 0.250% 0.250% Redemption: Not redeemable prior to Not redeemable prior to Not redeemable prior to maturity maturity maturity Optional Repayment: None None None
9 EX-1.B 3 DEBENTURE UNDERWRITING AGREEMENT 1 EXHIBIT 1(b) J. C. PENNEY COMPANY, INC. UNDERWRITING AGREEMENT April 9, 1997 CREDIT SUISSE FIRST BOSTON CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BT SECURITIES CORPORATION CHASE SECURITIES INC. CITICORP SECURITIES, INC. c/o Credit Suisse First Boston Corporation 11 Madison Avenue New York, N.Y. 10010 Ladies and Gentlemen: 1. Introductory. J. C. PENNEY COMPANY, INC., a Delaware corporation ("Company"), proposes to issue and sell the debt securities described in Schedule B hereto (together, the "Debentures"). The Debentures will be issued under an Indenture, dated as of April 1, 1994, between the Company and First Trust of California, National Association, Successor Trustee to Bank of America National Trust and Savings Association (the "Indenture"). The several Underwriters set forth in Schedule A are hereinafter referred to as "Debenture Underwriters". 2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with the several Debenture Underwriters that: (a) Two registration statements (No. 333-06883 and No. 333-23339), including a prospectus for each, relating to the Debentures have been filed with the Securities and Exchange Commission ("Commission") and have become effective. Such registration statements, as amended to the date hereof (but excluding any amendments relating to securities which are not covered by this Agreement), are hereinafter referred to as the "Registration Statements", and the prospectus contained in Registration Statement No. 333-23339, as amended and supplemented by a Prospectus Supplement of even date herewith, including all material incorporated by reference therein, as the "Prospectus". (b) On the respective effective dates of the Registration Statements, as referred to in Section 2(a) hereof, each Registration Statement conformed in all material respects to the requirements of the Securities Act of 1933 ("Act"), the Trust Indenture Act of 1939 ("Trust Indenture Act"), and the published rules and regulations ("Rules and Regulations") of the Commission, and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date hereof, each Registration Statement and the Prospectus conforms in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and none of such documents includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to (i) statements in or omissions from any of such documents based upon written information furnished to the Company by a Debenture Underwriter for use therein, or (ii) statements or omissions in that part of each Registration Statement which constitutes the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee. 3. Purchase, Sale and Delivery of Debentures. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Debenture Underwriters, and the Debenture Underwriters agree, severally and not jointly, to purchase from the Company, at the purchase prices set forth in Schedule B hereto, plus accrued interest, if any, from April 14, 1997 to the Closing Date as defined below, the respective principal amounts of Debentures set forth in Schedule A hereto. 2 The Company will deliver the Debentures to the Debenture Underwriters, at the office of The Chase Manhattan Bank, 450 West 33rd Street, Fifteenth Floor, New York, New York 10001, Attention: Guy Marzella, against payment of the purchase price by wire transfer to an account previously designated to Credit Suisse First Boston Corporation ("Credit Suisse First Boston") by the Company at a bank acceptable to Credit Suisse First Boston or by official bank check or checks in federal reserve (same day) funds drawn to the order of the Company, at the office of the Company, 6501 Legacy Drive, Plano, Texas 75024-3698, at 9:00 A.M., Dallas, Texas Time, on April 14, 1997 or at such other time not later than seven full business days thereafter as you and the Company determine, such time being herein referred to as the "Closing Date". The Debentures so to be delivered will be, unless otherwise mutually agreed by the Debenture Underwriters and the Company, in fully registered form, in such denominations and registered in such names as the Debenture Underwriters request, and will be made available for checking and packaging at the above office of The Chase Manhattan Bank, at least 24 hours prior to the Closing Date. 4. Covenants of the Company. The Company covenants and agrees with the several Debenture Underwriters that: (a) The Company will advise the Debenture Underwriters promptly of any amendment or supplementation of the Registration Statements or the Prospectus with respect to the Debentures, and of the institution by the Commission of any stop order proceedings in respect of either Registration Statement, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If at any time when a prospectus relating to the Debentures is required to be delivered under the Act any event occurs as a result of which the Prospectus as then amended or supplemented with respect to such Debentures would include an untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Registration Statements or the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance. (c) Not later than 90 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Closing Date occurs, the Company will make generally available to its securityholders an earnings statement covering such 12-month period which will satisfy the provisions of Section 11(a) of the Act. (d) The Company will furnish to the Debenture Underwriters copies of each Registration Statement (one of which, to be delivered to counsel for the Debenture Underwriters, will be signed and include all exhibits), the Prospectus and supplements relating to the Debentures, in each case as soon as available and in such quantities as the Debenture Underwriters reasonably request. (e) The Company will use its best efforts to arrange for the qualification of the Debentures for sale, and the determination of their eligibility for investment, under the laws of such jurisdictions as the Debenture Underwriters reasonably designate and will diligently endeavor to continue such qualifications in effect so long as required for the distribution of the Debentures; provided, however, that the Company shall not be required to register or qualify, or to maintain qualification, as a foreign corporation nor, except as to matters and transactions relating to the offer or sale of the Debentures, consent to service of process generally in any state. (f) The Company will pay all expenses incident to the performance of its obligations under this Agreement, and will reimburse the Debenture Underwriters for any expenses (including fees and disbursements of counsel) incurred by the Debenture Underwriters in connection with qualification of the Debentures for sale, and determination of their eligibility for investment, under the laws of such jurisdictions as the Debenture Underwriters reasonably designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Debentures and for 2 3 reasonable expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Debenture Underwriters. (g) So long as any of the Debentures are outstanding, the Company will furnish to the Debenture Underwriters (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year, (ii) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to stockholders, and (iii) from time to time, such other information concerning the Company as the Debenture Underwriters may reasonably request. 5. Conditions of Obligations of the Debenture Underwriters. The obligations of the Debenture Underwriters to purchase and pay for the Debentures will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Debenture Underwriters shall have received a letter of KPMG Peat Marwick LLP dated the Closing Date, in form and substance satisfactory to them, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statements and the Prospectus. Such letter shall be in substantially the form, and contain substantially the information, as those letters heretofore furnished by KPMG Peat Marwick LLP in connection with other underwritten offerings by the Company. (b) Prior to the Closing Date, no stop order suspending the effectiveness of either Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted, or to the knowledge of the Company or the Debenture Underwriters, shall be contemplated by the Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company and its subsidiaries, taken as a whole, which, in the judgment of a majority in interest of the Debenture Underwriters, materially impairs the investment quality of the Debentures. (d) The Debenture Underwriters shall have received an opinion of C. R. Lotter, General Counsel of the Company, dated the Closing Date, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification; (ii) The Indenture has been duly authorized, executed and delivered and has been duly qualified under the Trust Indenture Act; the Debentures have been duly authorized, executed, authenticated, issued and delivered and conform in all material respects to the description thereof contained in the Prospectus; and the Indenture and the Debentures constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (iii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Debentures by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws; (iv) The execution, delivery and performance of the Indenture and this Agreement and the issuance and sale of the Debentures and compliance with the terms and provisions thereof will not 3 4 result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any of its property or any agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property of the Company is subject, or the charter or bylaws of the Company, and the Company has full power and authority to authorize, issue and sell the Debentures as contemplated by this Agreement; (v) The Registration Statements have become effective under the Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of either Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending under the Act; the Registration Statements and the Prospectus, as of the date of this Agreement, comply as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the Rules and Regulations; there has not been disclosed to such counsel any information giving him reason to believe either that the Registration Statements, as of such date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the descriptions in the Registration Statements and the Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate in all material respects and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statements or the Prospectus or to be filed as exhibits to the Registration Statements which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statements or the Prospectus; and (vi) This Agreement has been duly authorized, executed and delivered by the Company. (e) The Debenture Underwriters shall have received from Dewey Ballantine, counsel for the Debenture Underwriters, such opinion or opinions, dated the Closing Date, with respect to such of the matters stated in paragraph (d) hereof and other related matters as the Debenture Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Debenture Underwriters shall have received a certificate of the Chairman of the Board and Chief Executive Officer or any Vice President and a principal financial or accounting officer of the Company, dated the Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of either Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and that, subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change in the financial position or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Prospectus or as described in such certificate. (g) On the Closing Date, the Notes Underwriters (as defined in the Prospectus) shall have simultaneously purchased the Notes (as defined in the Prospectus) pursuant to that certain Underwriting Agreement, dated of even date herewith, among the Company and the Note Underwriters. The Company will furnish the Debenture Underwriters with such conformed copies of such opinions, certificates, letters and documents as the Debenture Underwriters reasonably request. 4 5 6. Indemnification. (a) The Company will indemnify and hold harmless each Debenture Underwriter and each person, if any, who controls any Debenture Underwriter within the meaning of the Act against any losses, claims, damages or liabilities, joint or several, to which such Debenture Underwriter or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statements, the Prospectus or any amendment or supplement thereto (excluding any amendments or supplements relating to securities which are not covered by this Agreement), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and will reimburse each Debenture Underwriter and each such controlling person for any legal or other expenses reasonably incurred by such Debenture Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made (i) in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Debenture Underwriter for use therein, or (ii) in that part of each Registration Statement constituting the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Debenture Underwriter will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the Registration Statements and each person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statements, the Prospectus or any amendment or supplement thereto (excluding any amendments or supplements relating to securities which are not covered by this Agreement), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Debenture Underwriter for use therein; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability which such Debenture Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. 5 6 (d) If recovery is not available under the foregoing indemnification provisions of this Section, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution for liabilities and expenses, except to the extent that contribution is not permitted under Section 11(f) of the Act. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Debentures (taking into account the portion of the proceeds of the offering realized by each), the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission and any other equitable considerations appropriate under the circumstances. The Company and the Debenture Underwriters agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Debenture Underwriters were treated as one entity for such purpose). No Debenture Underwriter or any person controlling such Debenture Underwriter shall be obligated to make contribution hereunder which in the aggregate exceeds the total public offering price of the Debentures purchased by such Debenture Underwriter under this Agreement, less the aggregate amount of any damages which such Debenture Underwriter and its controlling persons have otherwise been required to pay in respect of the same claim or any substantially similar claim. The Debenture Underwriters' obligations to contribute are several in proportion to their respective underwriting obligations and not joint. 7. Default of Debenture Underwriters. If any Debenture Underwriter or Debenture Underwriters default in their obligations to purchase Debentures hereunder and the aggregate principal amount of the Debentures which such defaulting Debenture Underwriter or Debenture Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Debentures, Credit Suisse First Boston may make arrangements satisfactory to the Company for the purchase of such Debentures by other persons, including any of the Debenture Underwriters, but if no such arrangements are made by the Closing Date, the non- defaulting Debenture Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Debentures which such defaulting Debenture Underwriters agreed but failed to purchase. If any Debenture Underwriter or Debenture Underwriters so default and the aggregate principal amount of Debentures with respect to which such default or defaults occur is more than 10% of the total principal amount of the Debentures and arrangements satisfactory to Credit Suisse First Boston and the Company for the purchase of such Debentures by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Debenture Underwriter or the Company, except as provided in Section 8 hereof. As used in this Agreement, the term "Debenture Underwriter" includes any person substituted for a Debenture Underwriter under this Section. Nothing herein will relieve a defaulting Debenture Underwriter from liability for its default. 8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties, and other statements of the Company and of the Debenture Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Debenture Underwriter or the Company or any of its officers or directors or any controlling person, and will survive delivery of and payment for the Debentures. If this Agreement is terminated pursuant to Section 7 hereof or if for any reason the purchase of the Debentures by the Debenture Underwriters pursuant to this Agreement is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 hereof and the respective obligations of the Company and the Debenture Underwriters pursuant to Section 6 hereof shall remain in effect. If for any reason, the purchase of the Debentures by the Debenture Underwriters is not consummated other than because of the termination of this Agreement pursuant to Section 7, the Company will reimburse the Debenture Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) incurred by them in connection with the offering of the Debentures. 9. Notices. All communications hereunder will be in writing and if sent to the Debenture Underwriters will be mailed, delivered or telegraphed and confirmed c/o Credit Suisse First Boston, Attention: Investment Banking Department -- Transactions Advisory Group to the address first above written and if sent to the Company will be similarly sent, if by mail, to P.O. Box 10001, Dallas, Texas 75301-0001 and if sent otherwise, to 6501 Legacy Drive, Plano, Texas 75024-3698, Attention of the Secretary. 6 7 10. Successors. This Underwriting Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 6 hereof, and no other person will have any right or obligation hereunder. 11. Representation of Debenture Underwriters. Credit Suisse First Boston, as representative, will act for the several Debenture Underwriters in connection with the offering of the Debentures, and any action under this Agreement taken by the Debenture Underwriters jointly or by Credit Suisse First Boston will be binding upon all the Debenture Underwriters. 12. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the several Debenture Underwriters in accordance with its terms. Very truly yours, J. C. PENNEY COMPANY, INC. By /s/ ROBERT B. CAVANAUGH ----------------------------------- Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BT SECURITIES CORPORATION CHASE SECURITIES INC. CITICORP SECURITIES, INC. By CREDIT SUISSE FIRST BOSTON CORPORATION By /s/ DAVID RUSSELL --------------------------------- Managing Director Acting on behalf of itself and as representative of the several Debenture Underwriters. 7 8 SCHEDULE A
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF 7.95% DEBENTURES 8.125% DEBENTURES 7.40% DEBENTURES UNDERWRITER DUE 2017 DUE 2027 DUE 2037 ----------- ------------------- ------------------- ------------------- Credit Suisse First Boston Corporation........................... $126,000,000 $147,000,000 $168,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated................ 126,000,000 147,000,000 168,000,000 BT Securities Corporation............... 16,000,000 18,750,000 21,500,000 Chase Securities Inc. .................. 16,000,000 18,750,000 21,250,000 Citicorp Securities, Inc. .............. 16,000,000 18,500,000 21,250,000 ------------ ------------ ------------ Total......................... $300,000,000 $350,000,000 $400,000,000 ============ ============ ============
8 9 SCHEDULE B DESCRIPTION OF DEBT SECURITIES Title of Securities: 7.95% Debentures Due 2017 8.125% Debentures Due 2027 Aggregate Principal Amount: $300,000,000 $350,000,000 Interest rate: 7.95% per annum commencing 8.125% per annum commencing April 14, 1997 April 14, 1997 Interest payment dates: April 1 and October 1 April 1 and October 1 commencing October 1, 1997 commencing October 1, 1997 Maturity date: April 1, 2017 April 1, 2027 Purchase price: 98.645% 96.678% Initial public offering price: 99.520% 97.553% Dealers' concession: 0.500% 0.500% Reallowance: 0.250% 0.250% Redemption: Not redeemable prior to Redeemable in whole or in maturity part, at the option of the Company, on and after April 1, 2007, at the following redemption prices (expressed as a percentage of principal amount) if redeemed during the 12-month period beginning April 1 of the years indicated: 102.839% in 2007, 102.555% in 2008, 102.271% in 2009, 101.987% in 2010, 101.703% in 2011, 101.420% in 2012, 101.136% in 2013, 100.852% in 2014, 100.568% in 2015, 100.284% in 2016, and thereafter at 100% of the principal amount thereof, together with accrued interest to the date of redemption. Optional Repayment: None None
Title of Securities: 7.40% Debentures Due 2037 Aggregate Principal Amount: $400,000,000 Interest rate: 7.40% per annum commencing April 14, 1997 Interest payment dates: April 1 and October 1 commencing October 1, 1997 Maturity date: April 1, 2037 Purchase price: 99.299% Initial public offering price: 99.924% Dealers' concession: 0.375% Reallowance: 0.250% Redemption: Not redeemable prior to maturity Optional Repayment: Repayment may be required at the option of the holder on April 1, 2005 at 100% of the principal amount thereof, together with accrued and unpaid interest to April 1, 2005
9 EX-4.A 4 FORM OF 2000 NOTE 1 EXHIBIT 4(a) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. [FORM OF FACE OF NOTE] $__________ No --------------------- CUSIP: 708160 BM7 J. C. PENNEY COMPANY, INC. 6.95% Note Due 2000 J. C. Penney Company, Inc., a Delaware Corporation (hereinafter called the Company), for value received, promises to pay to or registered assigns, the principal sum of Dollars, on April 1, 2000, and to pay interest on said principal sum, semiannually on April 1 and October 1 of each year, at the rate of 6.95% per annum, from the April 1 or the October 1, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid on the Notes, in which case from April 14, 1997, until the principal hereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue instalment of interest. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Notes, if the date hereof is after a Regular Record Date, which shall be the close of business on March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, and before the next succeeding Interest Payment Date, this 2 Note shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Note shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or if no interest has been paid on the Notes, from April 14, 1997. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the Regular Record Date for such Interest Payment Date. The principal of (and premium, if any) and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the agency or agencies maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless one of the certificates of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, J. C. Penney Company, Inc. has caused the execution hereof in its corporate name by its duly authorized officers. J. C. PENNEY COMPANY, INC. By --------------------------------- CHAIRMAN OF THE BOARD By ----------------------------- SECRETARY 3 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 6.95% Notes Due 2000 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By --------------------------------- Authorized Officer [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 6.95% Notes Due 2000 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By THE CHASE MANHATTAN BANK --------------------------------- Authenticating Agent By --------------------------------- Authorized Officer 4 [FORM OF REVERSE OF NOTE] J. C. PENNEY COMPANY, INC. 6.95% Note Due 2000 This Note is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (herein called the "Securities") of the series hereinafter specified, all issued and to be issued under an Indenture dated as of April 1, 1994 (herein called the "Indenture"), between the Company and Bank of America National Trust and Savings Association, Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities, which are unlimited in aggregate principal amount, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Note is one of a series of the Securities designated as the 6.95% Notes Due 2000 (herein called the "Notes"), limited in aggregate principal amount to $325,000,000. The Notes may not be redeemed prior to Stated Maturity. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register, upon surrender of this Note for registration of transfer at one of the agencies maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar (if other than the Company) duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only as registered Notes without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 5 Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company, at any time or from time to time, may satisfy and fully discharge its obligations with respect to any payment of principal or interest due on the Notes by depositing in trust with the Trustee money or U.S. Government Obligations or a combination thereof in such amounts as will provide, after giving effect in the case of U.S. Government Obligations so deposited to the principal thereof and interest thereon when due, no less than the dollar amount which the Company would have been required, in respect of such payment, to segregate and hold in trust or deposit with the Trustee; provided, however, that any such deposit shall not affect the rights of the Holder of any Note to receive payments due on such Notes at the times provided therein and in the Indenture. If such deposit is sufficient to make all payments of (1) interest on the Notes prior to their redemption or maturity, as the case may be, and (2) principal of and interest on the Notes when due upon redemption or at maturity, as the case may be, all the obligations of the Company under the Notes and the Indenture as it relates to the Notes shall be discharged and terminated except as otherwise provided in the Indenture. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent of the Holders of 66 2/3% (unless a different percentage is specified with respect to any series of Securities, in which case, as to such series, the percentage so specified) in aggregate principal amount of the Outstanding Securities of each series affected by any such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of (or premium, if any) or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on 6 or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. EX-4.B 5 FORM OF 2002 NOTE 1 EXHIBIT 4(b) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. [FORM OF FACE OF NOTE] $__________ No --------------------- CUSIP: 708160 BN5 J. C. PENNEY COMPANY, INC. 7.25% Note Due 2002 J. C. Penney Company, Inc., a Delaware Corporation (hereinafter called the Company), for value received, promises to pay to or registered assigns, the principal sum of Dollars, on April 1, 2002, and to pay interest on said principal sum, semiannually on April 1 and October 1 of each year, at the rate of 7.25% per annum, from the April 1 or the October 1, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid on the Notes, in which case from April 14, 1997, until the principal hereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue instalment of interest. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Notes, if the date hereof is after a Regular Record Date, which shall be the close of business on March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, and before the next succeeding Interest Payment Date, this 2 Note shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Note shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or if no interest has been paid on the Notes, from April 14, 1997. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the Regular Record Date for such Interest Payment Date. The principal of (and premium, if any) and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the agency or agencies maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless one of the certificates of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, J. C. Penney Company, Inc. has caused the execution hereof in its corporate name by its duly authorized officers. J. C. PENNEY COMPANY, INC. By --------------------------------- CHAIRMAN OF THE BOARD By ----------------------------------------- SECRETARY 3 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 7.25% Notes Due 2002 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By --------------------------------- Authorized Officer [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 7.25% Notes Due 2002 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By THE CHASE MANHATTAN BANK --------------------------------- Authenticating Agent By --------------------------------- Authorized Officer 4 [FORM OF REVERSE OF NOTE] J. C. PENNEY COMPANY, INC. 7.25% Note Due 2002 This Note is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (herein called the "Securities") of the series hereinafter specified, all issued and to be issued under an Indenture dated as of April 1, 1994 (herein called the "Indenture"), between the Company and Bank of America National Trust and Savings Association, Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities, which are unlimited in aggregate principal amount, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Note is one of a series of the Securities designated as the 7.25% Notes Due 2002 (herein called the "Notes"), limited in aggregate principal amount to $700,000,000. The Notes may not be redeemed prior to Stated Maturity. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register, upon surrender of this Note for registration of transfer at one of the agencies maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar (if other than the Company) duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only as registered Notes without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 5 Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company, at any time or from time to time, may satisfy and fully discharge its obligations with respect to any payment of principal or interest due on the Notes by depositing in trust with the Trustee money or U.S. Government Obligations or a combination thereof in such amounts as will provide, after giving effect in the case of U.S. Government Obligations so deposited to the principal thereof and interest thereon when due, no less than the dollar amount which the Company would have been required, in respect of such payment, to segregate and hold in trust or deposit with the Trustee; provided, however, that any such deposit shall not affect the rights of the Holder of any Note to receive payments due on such Notes at the times provided therein and in the Indenture. If such deposit is sufficient to make all payments of (1) interest on the Notes prior to their redemption or maturity, as the case may be, and (2) principal of and interest on the Notes when due upon redemption or at maturity, as the case may be, all the obligations of the Company under the Notes and the Indenture as it relates to the Notes shall be discharged and terminated except as otherwise provided in the Indenture. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent of the Holders of 66 2/3% (unless a different percentage is specified with respect to any series of Securities, in which case, as to such series, the percentage so specified) in aggregate principal amount of the Outstanding Securities of each series affected by any such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of (or premium, if any) or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on 6 or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. EX-4.C 6 FORM OF 2007 NOTE 1 EXHIBIT 4(c) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. [FORM OF FACE OF NOTE] $__________ No --------------------- CUSIP: 708160 BP0 J. C. PENNEY COMPANY, INC. 7.60% Note Due 2007 J. C. Penney Company, Inc., a Delaware Corporation (hereinafter called the Company), for value received, promises to pay to or registered assigns, the principal sum of Dollars, on April 1, 2007, and to pay interest on said principal sum, semiannually on April 1 and October 1 of each year, at the rate of 7.60% per annum, from the April 1 or the October 1, as the case may be, next preceding the date of this Note to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid on the Notes, in which case from April 14, 1997, until the principal hereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue instalment of interest. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Notes, if the date hereof is after a Regular Record Date, which shall be the close of business on March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, and before the next succeeding Interest Payment Date, this 2 Note shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Note shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or if no interest has been paid on the Notes, from April 14, 1997. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the Regular Record Date for such Interest Payment Date. The principal of (and premium, if any) and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the agency or agencies maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless one of the certificates of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, J. C. Penney Company, Inc. has caused the execution hereof in its corporate name by its duly authorized officers. J. C. PENNEY COMPANY, INC. By --------------------------------- CHAIRMAN OF THE BOARD By ------------------------------- SECRETARY 3 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 7.60% Notes Due 2007 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By --------------------------------- Authorized Officer [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 7.60% Notes Due 2007 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By THE CHASE MANHATTAN BANK -------------------------------- Authenticating Agent By ----------------------------------- Authorized Officer 4 [FORM OF REVERSE OF NOTE] J. C. PENNEY COMPANY, INC. 7.60% Note Due 2007 This Note is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (herein called the "Securities") of the series hereinafter specified, all issued and to be issued under an Indenture dated as of April 1, 1994 (herein called the "Indenture"), between the Company and Bank of America National Trust and Savings Association, Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities, which are unlimited in aggregate principal amount, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Note is one of a series of the Securities designated as the 7.60% Notes Due 2007 (herein called the "Notes"), limited in aggregate principal amount to $425,000,000. The Notes may not be redeemed prior to Stated Maturity. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register, upon surrender of this Note for registration of transfer at one of the agencies maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar (if other than the Company) duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only as registered Notes without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is 5 registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company, at any time or from time to time, may satisfy and fully discharge its obligations with respect to any payment of principal or interest due on the Notes by depositing in trust with the Trustee money or U.S. Government Obligations or a combination thereof in such amounts as will provide, after giving effect in the case of U.S. Government Obligations so deposited to the principal thereof and interest thereon when due, no less than the dollar amount which the Company would have been required, in respect of such payment, to segregate and hold in trust or deposit with the Trustee; provided, however, that any such deposit shall not affect the rights of the Holder of any Note to receive payments due on such Notes at the times provided therein and in the Indenture. If such deposit is sufficient to make all payments of (1) interest on the Notes prior to their redemption or maturity, as the case may be, and (2) principal of and interest on the Notes when due upon redemption or at maturity, as the case may be, all the obligations of the Company under the Notes and the Indenture as it relates to the Notes shall be discharged and terminated except as otherwise provided in the Indenture. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent of the Holders of 66 2/3% (unless a different percentage is specified with respect to any series of Securities, in which case, as to such series, the percentage so specified) in aggregate principal amount of the Outstanding Securities of each series affected by any such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of (or premium, if any) or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor 6 corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. EX-4.D 7 FORM OF 2017 DEBENTURE 1 EXHIBIT 4(d) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. [FORM OF FACE OF DEBENTURE] $__________ No ------------ CUSIP: 708160 BQ8 J. C. PENNEY COMPANY, INC. 7.95% Debenture Due 2017 J. C. Penney Company, Inc., a Delaware Corporation (hereinafter called the Company), for value received, promises to pay to or registered assigns, the principal sum of Dollars, on April 1, 2017, and to pay interest on said principal sum, semiannually on April 1 and October 1 of each year, at the rate of 7.95% per annum, from the April 1 or the October 1, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Debenture, or unless no interest has been paid on the Debentures, in which case from April 14, 1997, until the principal hereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue instalment of interest. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after a Regular Record Date, which shall be the close of business on March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, and before the next succeeding Interest Payment Date, this 2 Debenture shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Debenture shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or if no interest has been paid on the Debentures, from April 14, 1997. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the Regular Record Date for such Interest Payment Date. The principal of (and premium, if any) and interest on this Debenture are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the agency or agencies maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture. Reference is made to the further provisions of this Debenture set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless one of the certificates of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, J. C. Penney Company, Inc. has caused the execution hereof in its corporate name by its duly authorized officers. J. C. PENNEY COMPANY, INC. By --------------------------------- CHAIRMAN OF THE BOARD By ----------------------------------------- SECRETARY 3 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 7.95% Debentures Due 2017 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By --------------------------------- Authorized Officer [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 7.95% Debentures Due 2017 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By THE CHASE MANHATTAN BANK --------------------------------- Authenticating Agent By --------------------------------- Authorized Officer 4 [FORM OF REVERSE OF DEBENTURE] J. C. PENNEY COMPANY, INC. 7.95% Debenture Due 2017 This Debenture is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (herein called the "Securities") of the series hereinafter specified, all issued and to be issued under an Indenture dated as of April 1, 1994 (herein called the "Indenture"), between the Company and Bank of America National Trust and Savings Association, Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for the statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities, which are unlimited in aggregate principal amount, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Debenture is one of a series of the Securities designated as the 7.95% Debentures Due 2017 (herein called the "Debentures"), limited in aggregate principal amount to $300,000,000. The Debentures may not be redeemed prior to Stated Maturity. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture may be registered on the Security Register, upon surrender of this Debenture for registration of transfer at one of the agencies maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar (if other than the Company) duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures are issuable only as registered Debentures without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, Debentures are exchangeable for a like aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 5 Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company, at any time or from time to time, may satisfy and fully discharge its obligations with respect to any payment of principal or interest due on the Debentures by depositing in trust with the Trustee money or U.S. Government Obligations or a combination thereof in such amounts as will provide, after giving effect in the case of U.S. Government Obligations so deposited to the principal thereof and interest thereon when due, no less than the dollar amount which the Company would have been required, in respect of such payment, to segregate and hold in trust or deposit with the Trustee; provided, however, that any such deposit shall not affect the rights of the Holder of any Debenture to receive payments due on such Debentures at the times provided therein and in the Indenture. If such deposit is sufficient to make all payments of (1) interest on the Debentures prior to their redemption or maturity, as the case may be, and (2) principal of and interest on the Debentures when due upon redemption or at maturity, as the case may be, all the obligations of the Company under the Debentures and the Indenture as it relates to the Debentures shall be discharged and terminated except as otherwise provided in the Indenture. If an Event of Default with respect to the Debentures shall occur and be continuing, the principal of all the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent of the Holders of 66 2/3% (unless a different percentage is specified with respect to any series of Securities, in which case, as to such series, the percentage so specified) in aggregate principal amount of the Outstanding Securities of each series affected by any such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all the Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, on this Debenture at the times, places and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of (or premium, if any) or 6 interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. EX-4.E 8 FORM OF 2027 DEBENTURE 1 EXHIBIT 4(e) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. [FORM OF FACE OF DEBENTURE] $__________ No --------------------- CUSIP: 708160 BR6 J. C. PENNEY COMPANY, INC. 8.125% Debenture Due 2027 J. C. Penney Company, Inc., a Delaware Corporation (hereinafter called the Company), for value received, promises to pay to or registered assigns, the principal sum of Dollars, on April 1, 2027, and to pay interest on said principal sum, semiannually on April 1 and October 1 of each year, at the rate of 8.125% per annum, from the April 1 or the October 1, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Debenture, or unless no interest has been paid on the Debentures, in which case from April 14, 1997, until the principal hereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue instalment of interest. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after a Regular Record Date, which shall be the close of business on March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, and before the next succeeding Interest Payment Date, this 2 Debenture shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Debenture shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or if no interest has been paid on the Debentures, from April 14, 1997. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the Regular Record Date for such Interest Payment Date. The principal of (and premium, if any) and interest on this Debenture are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the agency or agencies maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture. Reference is made to the further provisions of this Debenture set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless one of the certificates of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, J. C. Penney Company, Inc. has caused the execution hereof in its corporate name by its duly authorized officers. J. C. PENNEY COMPANY, INC. By --------------------------------- CHAIRMAN OF THE BOARD By ------------------------------------- SECRETARY 3 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 8.125% Debentures Due 2027 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By --------------------------------- Authorized Officer [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 8.125% Debentures Due 2027 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By THE CHASE MANHATTAN BANK ----------------------------- Authenticating Agent By --------------------------------- Authorized Officer 4 [FORM OF REVERSE OF DEBENTURE] J. C. PENNEY COMPANY, INC. 8.125% Debenture Due 2027 This Debenture is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (herein called the "Securities") of the series hereinafter specified, all issued and to be issued under an Indenture dated as of April 1, 1994 (herein called the "Indenture"), between the Company and Bank of America National Trust and Savings Association, Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for the statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities, which are unlimited in aggregate principal amount, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Debenture is one of a series of the Securities designated as the 8.125% Debentures Due 2027 (herein called the "Debentures"), limited in aggregate principal amount to $350,000,000. On and after April 1, 2007, the Debentures may be redeemed, at the option of the Company, as a whole or from time to time in part, on any date prior to Stated Maturity, upon not less than 30 nor more than 60 days' prior notice given as provided in the Indenture, at the following redemption prices (expressed as a percentage of the principal amount) if redeemed during the 12- month period beginning April 1 of the years indicated:
Redemption Year Price ---- ----- 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.839% 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.555 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102.271 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.987 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.703 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.420 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.136 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.852 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.568 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.284
and thereafter at 100% of the principal amount thereof, together in each case with accrued interest thereon to the Redemption Date. The Debentures, if redeemed in part, will be redeemed in multiples of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, the 5 transfer of this Debenture may be registered on the Security Register, upon surrender of this Debenture for registration of transfer at one of the agencies maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar (if other than the Company) duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures are issuable only as registered Debentures without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, Debentures are exchangeable for a like aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company, at any time or from time to time, may satisfy and fully discharge its obligations with respect to any payment of principal or interest due on the Debentures by depositing in trust with the Trustee money or U.S. Government Obligations or a combination thereof in such amounts as will provide, after giving effect in the case of U.S. Government Obligations so deposited to the principal thereof and interest thereon when due, no less than the dollar amount which the Company would have been required, in respect of such payment, to segregate and hold in trust or deposit with the Trustee; provided, however, that any such deposit shall not affect the rights of the Holder of any Debenture to receive payments due on such Debentures at the times provided therein and in the Indenture. If such deposit is sufficient to make all payments of (1) interest on the Debentures prior to their redemption or maturity, as the case may be, and (2) principal of and interest on the Debentures when due upon redemption or at maturity, as the case may be, all the obligations of the Company under the Debentures and the Indenture as it relates to the Debentures shall be discharged and terminated except as otherwise provided in the Indenture. If an Event of Default with respect to the Debentures shall occur and be continuing, the principal of all the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent 6 of the Holders of 66 2/3% (unless a different percentage is specified with respect to any series of Securities, in which case, as to such series, the percentage so specified) in aggregate principal amount of the Outstanding Securities of each series affected by any such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all the Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, on this Debenture at the times, places and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of (or premium, if any) or interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. EX-4.F 9 FORM OF 2037 DEBENTURE 1 EXHIBIT 4(f) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. [FORM OF FACE OF DEBENTURE] $__________ No -------------------- CUSIP: 708160 BS4 J. C. PENNEY COMPANY, INC. 7.40% Debenture Due 2037 J. C. Penney Company, Inc., a Delaware Corporation (hereinafter called the Company), for value received, promises to pay to or registered assigns, the principal sum of Dollars, on April 1, 2037, and to pay interest on said principal sum, semiannually on April 1 and October 1 of each year, at the rate of 7.40% per annum, from the April 1 or the October 1, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Debenture, or unless no interest has been paid on the Debentures, in which case from April 14, 1997, until the principal hereof becomes due and payable, and at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue instalment of interest. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after a Regular Record Date, which shall be the close of business on March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding an Interest Payment Date, and before the next succeeding Interest Payment Date, this 2 Debenture shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Debenture shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, or if no interest has been paid on the Debentures, from April 14, 1997. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the Regular Record Date for such Interest Payment Date. The principal of (and premium, if any) and interest on this Debenture are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the agency or agencies maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be payable as provided in the Indenture. Reference is made to the further provisions of this Debenture set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless one of the certificates of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Debenture shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, J. C. Penney Company, Inc. has caused the execution hereof in its corporate name by its duly authorized officers. J. C. PENNEY COMPANY, INC. By --------------------------------- CHAIRMAN OF THE BOARD By ----------------------------------------- SECRETARY 3 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 7.40% Debentures Due 2037 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By --------------------------------- Authorized Officer [FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the 7.40% Debentures Due 2037 referred to in the within- mentioned Indenture. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION , AS TRUSTEE By THE CHASE MANHATTAN BANK ---------------------------- Authenticating Agent By --------------------------------- Authorized Officer 4 [FORM OF REVERSE OF DEBENTURE] J. C. PENNEY COMPANY, INC. 7.40% Debenture Due 2037 This Debenture is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (herein called the "Securities") of the series hereinafter specified, all issued and to be issued under an Indenture dated as of April 1, 1994 (herein called the "Indenture"), between the Company and Bank of America National Trust and Savings Association, Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for the statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities, which are unlimited in aggregate principal amount, may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Debenture is one of a series of the Securities designated as the 7.40% Debentures Due 2037 (herein called the "Debentures"), limited in aggregate principal amount to $400,000,000. The Debentures may not be redeemed prior to Stated Maturity. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debenture may be registered on the Security Register, upon surrender of this Debenture for registration of transfer at one of the agencies maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar (if other than the Company) duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures are issuable only as registered Debentures without coupons in the denominations of $1,000 and any integral multiple thereof. As provided in the Indenture, Debentures are exchangeable for a like aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this 5 Debenture is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company may satisfy and fully discharge its obligations with respect to any payment of principal or interest due on the Debentures by depositing in trust with the Trustee money or U.S. Government Obligations or a combination thereof in such amounts as will provide, after giving effect in the case of U.S. Government Obligations so deposited to the principal thereof and interest thereon when due, no less than the dollar amount which the Company would have been required, in respect of such payment, to segregate and hold in trust or deposit with the Trustee; provided, however, that any such deposit shall not affect the rights of the Holder of any Debenture to receive payments due on such Debentures at the times provided therein and in the Indenture; and provided further that no such deposit shall be made prior to April 1, 2005. If such deposit is sufficient to make all payments of (1) interest on the Debentures prior to their redemption or maturity, as the case may be, and (2) principal of and interest on the Debentures when due upon redemption or at maturity, as the case may be, all the obligations of the Company under the Debentures and the Indenture as it relates to the Debentures shall be discharged and terminated except as otherwise provided in the Indenture. Optional Repayment. The registered Holder of this Debenture may elect to have the Debenture, or any portion of the principal amount hereof that is an integral multiple of $1,000, repaid on April 1, 2005 at 100% of the principal amount thereof, together with accrued and unpaid interest to April 1, 2005. The Holder shall exercise this repayment option by delivering this Debenture with the "Option to Elect Repayment on April 1, 2005," below, completed. In order for such an election to be effective, the Company must receive such election at its office or agency in New York, New York, during the period beginning on February 1, 2005 and ending at 5:00 p.m. (New York City time) on March 1, 2005 (or, if March 1, 2005 is not a Business Day, the next succeeding Business Day). Any such election received by the Company during the period beginning on February 1, 2005 and ending at 5:00 p.m. (New York City time) on March 1, 2005 (or, if March 1, 2005 is not a Business Day, the next succeeding Business Day) shall be irrevocable. The repayment option may be exercised by the Holder of the Debenture for less than the entire principal amount of the Debenture, so long as the principal amount that is to be repaid is equal to $1,000 or an integral multiple of $1,000. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Debenture for repayment will be determined by the Company, whose determination will be final and binding. As used herein, the term "Business Day" means a day on which federally chartered banks located in New York, New York are required or authorized to open for business (other than a Saturday or Sunday) under the laws of the United States. If an Event of Default with respect to the Debentures shall occur and be continuing, the principal of all the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company with the consent 6 of the Holders of 66 2/3% (unless a different percentage is specified with respect to any series of Securities, in which case, as to such series, the percentage so specified) in aggregate principal amount of the Outstanding Securities of each series affected by any such amendment or modification. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debentures at the time Outstanding, on behalf of the Holders of all the Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, on this Debenture at the times, places and rate, and in the coin or currency, herein prescribed. No recourse shall be had for the payment of the principal of (or premium, if any) or interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 7 OPTION TO ELECT REPAYMENT ON APRIL 1, 2005 I or we hereby irrevocably elect to exercise the option to have the principal sum of ----------------------------------------------------------------------- - ------------------------------------------------------------------------------ (Please insert principal amount as to which repayment is elected) together with accrued and unpaid interest thereon to April 1, 2005, repaid by the Company on April 1, 2005. If less than the entire principal amount of the Debenture is to be repaid, specify the denomination or denominations (which shall be in authorized denominations) of the Debentures to be issued to the Holder for the portion of the within Debenture not being repaid (in the absence of any such specification, one such Debenture will be issued for the portion not being repaid): - -------------------------------------------------------------------------------- Dated: ---------------------- Signed: Signature Guarantee: ----------------------------- ------------------ (Sign exactly as name appears (Signature must be an eligible on the other side of this institution within the meaning of Debenture) Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) - -------------------------------------------------------------------------------- EX-5 10 OPINION OF C.R. LOTTER 1 EXHIBIT 5 April 14, 1997 Board of Directors J. C. Penney Company, Inc. 6501 Legacy Drive Plano, Texas 75024-3698 Ladies and Gentlemen: As General Counsel of J. C. Penney Company, Inc., a Delaware corporation ("Company"), I am familiar with the Restated Certificate of Incorporation of the Company and its Bylaws, as amended. I am also familiar with the corporate proceedings taken in connection with the sale of $325,000,000 aggregate principal amount of 6.95% Notes Due 2000, $700,000,000 aggregate principal amount of 7.25% Notes Due 2002, $425,000,000 aggregate principal amount of 7.60% Notes Due 2007, $300,000,000 aggregate principal amount of 7.95% Debentures Due 2017, $350,000,000 aggregate principal amount of 8.125% Debentures Due 2027, and $400,000,000 aggregate principal amount of 7.40% Debentures Due 2037 (collectively, the "Debt Securities") to be issued under an Indenture, dated as of April 1, 1994 ("Indenture"), between the Company and First Trust of California, National Association, Successor Trustee to Bank of America National Trust and Savings Association ("Successor Trustee"), which Indenture relates to the issuance and sale from time to time of debt securities, each series of which is to be offered on terms to be determined at the time of sale. I have examined the Registration Statement on Form S-3 (Commission File No. 333-06883) filed by the Company with the Securities and Exchange Commission ("Commission") on June 26, 1996 ("Registration Statement No. 333-06883"), which became effective on July 2, 1996, for the registration under the Securities Act of 1933, as amended ("Act"), of $1,500,000,000 aggregate principal amount of debt securities and the Registration Statement on Form S-3 (Commission File No. 333-23339) filed by the Company with the Commission on March 14, 1997 ("Registration Statement No. 333-23339"), which became effective on March 21, 1997, for registration under the Act, of $2,600,000,000 aggregate principal amount (all of which debt securities may be offered with warrants to purchase debt securities) to be made on a continuous or delayed basis pursuant to the provisions of Rule 415. I have also examined a Prospectus Supplement dated April 9, 1997 (to the Prospectus dated March 21, 1997 which was included in Registration Statement No. 333-23339) relating to the Debt Securities in the form filed with the Commission pursuant to Rule 424(b)(5) and such other documents and records as I have deemed appropriate for purposes of this opinion. 2 Based upon the foregoing, I am of the opinion as follows: (i) The execution and delivery of the Indenture and the issuance and sale of the Debt Securities have been validly authorized by the Company and the Indenture constitutes a valid and binding obligation of the Company in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (ii) The Debt Securities, when duly executed on behalf of the Company, authenticated by or on behalf of the Successor Trustee, and sold by the Company will be validly issued and will constitute valid and binding obligations of the Company in accordance with their terms and the terms of the Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability affecting creditors' rights and to general equity principles. I hereby consent to the reference to me under the heading "Validity of Securities" in the Prospectus included in Registration Statement No. 333-23339 and under the heading "Validity of Debt Securities" in the Prospectus Supplement. Very truly yours, C. R. Lotter General Counsel -----END PRIVACY-ENHANCED MESSAGE-----