SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 26, 2004
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified
in its charter)
Delaware 1-15274 26-0037077
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation ) Identification No.)
6501 Legacy Drive
Plano, Texas 75024-3698
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 431-1000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13d-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On October 26, 2004, the Company's wholly-owned operating subsidiary, J. C.
Penney Corporation, Inc., announced that it is calling for redemption all
of its outstanding 5% Convertible Subordinated Notes Due 2008, of which the
Company is a co-obligor. (See attached Exhibit 99.)
Item 9.01 Financial Statement and Exhibits
Exhibit 99 News Release date October 26, 2004 announcing the
redemption of the 5% Convertible Subordinated Notes Due
2008.
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.
By: /s/ Charles R. Lotter
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Charles R. Lotter
Executive Vice President, Secretary
and General Counsel
Date: October 27, 2004
EXHIBIT 99
JCPenney News Release
CONTACT
Quinton Crenshaw Tim Lyons Eli Akresh Bob Johnson
Public Relations Public Relations Investor Relations Investor Relations
(972) 431-5581 (972) 431-4834 (972) 431-2207 (972) 431-2217
qcrensha@jcpenney.com tmlyons@jcpenney.com eakresh@jcpenney.com rvjohnso@jcpenney.com
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JCPENNEY CALLS 5% CONVERTIBLE NOTES
Equity and Debt Reduction Program on Plan
Share Repurchase Program 34 Percent Complete
PLANO, Texas, October 26, 2004 - J. C. Penney Corporation, Inc.
("Corporation"), a wholly-owned subsidiary of J. C. Penney Company, Inc.
("JCPenney" or "Company") (NYSE: JCP) has called for redemption the outstanding
5% Convertible Subordinated Notes Due 2008. In addition, the Company also
provided an update on its equity and debt reduction program.
Commenting on the program, Robert Cavanaugh, Executive Vice President and
Chief Financial Officer of JCPenney said, "We are pleased with the progress that
we have made with our capital structure repositioning program. Through October
22, 2004, the Company had repurchased 27.6 million shares of its Common Stock
for approximately $1.0 billion in open market transactions, representing about
34 percent of the announced share repurchase program. After the conversion or
redemption of the convertible notes, the Company will have also reduced its
long-term debt by approximately $1.7 billion in 2004, representing nearly 75
percent of our announced debt reduction program."
Corporation today announced it is calling all of its outstanding 5%
Convertible Subordinated Notes Due 2008 at a price of 102.5%, plus accrued
interest to November 17, 2004. Approximately $650 million of the Notes, which
are convertible into approximately 22.8 million shares of JCPenney Common Stock,
are outstanding. The Notes will be redeemed on November 17, 2004 (the
"Redemption Date").
Holders of the Notes have the option to convert the Notes into JCPenney
Common Stock at the conversion price of $28.50 per share. Holders electing to
convert the Notes into Common Stock will not receive accrued interest. The
conversion price is equivalent to 35.0877 shares per $1,000 principal amount of
the Notes. The Common Stock price at the close of business on October 25, 2004
was $37.75. Holders wishing to convert the Notes must do so by the close of
business on November 16, 2004, the day prior to the Redemption Date. The Trustee
and Conversion Agent for the Notes is The Bank of New York.
J. C. Penney Corporation, Inc., the wholly-owned operating subsidiary of
the Company, is one of America's largest department store, catalog, and
e-commerce retailers, employing approximately 150,000 associates. As of July 31,
2004, J. C. Penney Corporation, Inc. operated 1,018 JCPenney department stores
throughout the United States and Puerto Rico, and 60 Renner department stores in
Brazil. JCPenney Catalog, including e-commerce, is the nation's largest catalog
merchant of general merchandise, and JCPenney.com is one of the largest apparel
and home furnishings sites on the Internet. J. C. Penney Corporation, Inc. is a
contributor to JCPenney Afterschool Fund, a charitable organization committed to
providing children with high quality after school programs to help them reach
their full potential.
This release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements, which reflect the Company's current views of future events and
financial performance, involve known and unknown risks and uncertainties that
may cause the Company's actual results to be materially different from planned
or expected results. Those risks and uncertainties include, but are not limited
to, competition, consumer demand, seasonality, economic conditions, and
government activity. Investors should take such risks into account when making
investment decisions. Any non-GAAP terms referenced, such as EBITDA and free
cash flow, are defined and presented in the Company's 2003 Annual Report on Form
10-K.
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