Edgar Filing: J C PENNEY CO INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 31, 2005
REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------------

J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware 26-0037077
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

6501 Legacy Drive
Plano, Texas
(Address of principal executive offices)
75024-3698
(Zip Code)

J. C. Penney Company, Inc.
2005 Equity Compensation Plan
(Full title of the plan)

Joanne L. Bober, Esq.
Senior Vice President, General Counsel and Secretary
J. C. Penney Company, Inc.
6501 Legacy Drive
Plano, Texas 75024-0005
(972) 431-1916
(Name, address, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed
maximum
Amount offering Proposed maximum Amount of
Title of securities to be price per share1 aggregate offering registration
to be registered Registered price1 fee
---------------------------------- ------------------ ----------------- --------------------- ----------------
Common Stock of 50(cent) 17,200,000 $51.33 $882,876,000 $111,860.39
par value ("JCPenney Common Shares3
Stock") of J. C. Penney
Company, Inc. ("Company" or
"Registrant"), including the
associated rights to purchase
shares of the Company's Series A
Junior Participating Preferred Stock,
without par value ("Rights")2
====================================== ================== ================= ===================== ===============

1 Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h) and based on the average of
the high and low sales prices of JCPenney Common Stock as reported in the
New York Stock Exchange Composite Transactions for May 26, 2005.

2 The Rights are evidenced by the certificates for shares of JCPenney Common
Stock and automatically trade with such JCPenney Common Stock. The Rights
are currently attached to and transferable only with shares of JCPenney
Common Stock registered hereby. Value attributable to such Rights, if any,
is reflected in the market price of the JCPenney Common Stock.

3 Number of shares that may be issued by Registrant pursuant to stock options
or other stock awards available for future grant under the Company's 2005
Equity Compensation Plan ("Plan"). The Company's Plan provides that the
number of shares available under the Plan will be equitably adjusted in the
event of a stock dividend, stock split, recapitalization or similar event.
Accordingly, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement covers, in addition to the number of
shares of JCPenney Common Stock stated above, an indeterminate number of
shares that by reason of such event may become available under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission
are incorporated by reference into this Registration Statement:

(1) The Company's Annual Report on Form 10-K for the 52 weeks ended
January 29, 2005.

(2) The Annual Report on Form 10-K of J. C. Penney Funding Corporation
("Funding") for the 52 weeks ended January 29, 2005.

(3) All documents subsequently filed by the Company and Funding pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing
of such documents.

(4) The description of the Registrant's common stock and Series A Junior
Participating Preferred Stock contained in the Registrant's Amendment
No. 2 to Form S-3 (SEC File No. 333-74122) as filed with the
Commission on March 27, 2002, and any document filed which updates
that description.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

The legality of the shares of JCPenney Common Stock being registered
hereby has been passed upon by J. L. Bober, Esq., Senior Vice President,
Secretary and General Counsel of the Company. As of May 31, 2005, Ms. Bober
owned 15,000 shares of JCPenney Common Stock and JCPenney Common Stock
voting equivalents of the Company. As of May 31, 2005, Ms. Bober had
outstanding options to purchase 70,140 shares of JCPenney Common Stock.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware permits
indemnification of the directors and officers of the Company involved in a civil
or criminal action, suit or proceeding, including, under certain circumstances,
suits by or in the right of the Company, for any expenses, including attorneys'
fees, and (except in the case of suits by or in the right of the Company) any
liabilities which they may have incurred in consequence of such action, suit or
proceeding under the conditions stated in said Section.

Article X of the Company's Bylaws provides, in substance, for
indemnification by the Company of its directors and officers in accordance with
the provisions of the General Corporation Law of Delaware. The Company has
entered into indemnification agreements with its current directors and certain
of its current officers which generally provide for indemnification by the
Company except as prohibited by applicable law. To provide some assurance of
payment to the indemnitees of amounts to which they may become entitled pursuant
to the aforesaid agreements, the Company has funded a trust.

In addition, the Company has purchased insurance coverage under policies
which insure the Company for amounts which the Company is required or permitted
to pay as indemnification of directors and certain officers of the Company and
its subsidiaries, and which insure directors and certain officers of the Company
and its subsidiaries against certain liabilities which might be incurred by them
in such capacities and for which they are not entitled to indemnification by the
Company.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The following exhibits are filed herewith unless otherwise indicated:

Exhibit
Number Description of Document
-------- --------------------------

4.1 Plan of Acquisition, reorganization, arrangement, liquidation or succession
Agreement and Plan of Merger dated as of January 23, 2002 between J. C.
Penney Corporation, Inc. ("JCP") and J. C. Penney Company, Inc. ("Company")
(incorporated by reference to Exhibit 2 to Company's Form 8-K dated January
27, 2002, SEC File No. 001-15274).

4.2 Restated Certificate of Incorporation of the Company, (incorporated by
reference to Exhibit (3)(i) to Company's Form 8-K dated January 27, 2002,
SEC File No. 001-15274).

4.3 Bylaws of Company, as amended to February 16, 2005 (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for
the 52-week period ended January 29, 2005*).

4.4 Indenture, dated as of October 1, 1982, between JCP and U.S. Bank National
Association, Trustee (formerly First Trust of California, National
Association, as Successor Trustee to Bank of America National Trust and
Savings Association)(incorporated by reference to Exhibit 4(a) to Company's
Annual Report on Form 10-K for the 52-week period ended January 29, 1994*).

4.5 First Supplemental Indenture, dated as of March 15, 1983, between JCP and
U.S. Bank National Association (formerly First Trust of California,
National Association, as Successor Trustee to Bank of America National
Trust and Savings Association) (incorporated by reference to Exhibit 4(b)
to Company's Annual Report on Form 10-K for the 52-week period ended
January 29, 1994*).

4.6 Second Supplemental Indenture, dated as of May 1, 1984, between JCP and
U.S. Bank National Association (formerly First Trust of California,
National Association, as Successor Trustee to Bank of America National
Trust and Savings Association) (incorporated by reference to Exhibit 4(c)
to Company's Annual Report on Form 10-K for the 52-week period ended
January 29, 1994*).

4.7 Third Supplemental Indenture, dated as of March 7, 1986, between JCP and
U.S. Bank National Association, Trustee (formerly First Trust of
California, National Association, as Successor Trustee to Bank of America
National Trust and Savings Association) (incorporated by reference to
Exhibit 4(d) to JCP's Registration Statement on Form S-3, SEC File No.
33-3882).

4.8 Fourth Supplemental Indenture, dated as of June 7, 1991, between JCP and
U.S. Bank National Association (formerly First Trust of California,
National Association, as Successor Trustee to Bank of America National
Trust and Savings Association) (incorporated by reference to Exhibit 4(e)
to the Company's Registration Statement on Form S-3, SEC File No.
33-41186).

4.9 Indenture, dated as of April 1, 1994, between JCP and U.S. Bank National
Association, Trustee (formerly First Trust of California, National
Association, as Successor Trustee to Bank of America National Trust and
Savings Association) (incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement on Form S-3, Commission File No.
33-53275).

4.10 Rights Agreement, dated as of March 26, 1999, between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated
March 10, 1999*).

4.11 Guaranty dated as of February 17, 1997, executed by JCP, (incorporated by
reference to Exhibit 4(c) to J. C. Penney Funding Corporation's Annual
Report on Form 10-K for the 52 weeks ended January 25, 1997, SEC File No.
1-4947-1).

4.12 Rights Agreement, dated as of January 23, 2002, by and between Company and
Mellon Investor Services LLC as Rights Agent (incorporated by reference to
Exhibit 4 to Company's Form 8-K dated January 27, 2002, SEC File No.
001-15274).

4.13 Fifth Supplemental Indenture, dated as of January 27, 2002, among the
Company, JCP and U.S. Bank National Association, Trustee (formerly First
Trust of California, National Association, as Successor Trustee to Bank of
America National Trust and Savings Association) to Indenture dated as of
October 1, 1982 (incorporated by reference to Exhibit 4(o) to Company's
Annual Report on Form 10-K for the 52 weeks ended January 26, 2002, SEC
File No. 1-15274).

4.14 First Supplemental Indenture dated as of January 27, 2002, among the
Company, JCP and U.S. Bank National Association, Trustee (formerly Bank of
America National Trust and Savings Association) to Indenture dated as of
April 1, 1994 (incorporated by reference to Exhibit 4(p) to Company's
Annual Report on Form 10-K for the 52 weeks ended January 26, 2002, SEC
File No. 1-15274).

4.15 First Supplemental Indenture dated as of January 27, 2002, among the
Company, JCP and The Bank of New York, Trustee to Indenture dated as of
October 15, 2001 (incorporated by reference to Exhibit 4(a)(ii) to
Company's Registration Statement on Form S-3, SEC File No. 333-74122).

4.16 First Supplemental Indenture dated as of January 27, 2002, among the
Company, JCP and JPMorgan Chase Bank, Trustee (formerly First Trust of
California, National Association, as Successor Trustee to Bank of America
National Trust and Savings Association) to Indenture dated as of May 1,
1981 (incorporated by reference to Exhibit 4(r) to Company's Annual Report
on Form 10-K for the 52 weeks ended January 26, 2002, SEC File No.
1-15274).

4.17 Registration Rights Agreement for Convertible Subordinated Notes dated
October 15, 2001, between JCP and Initial Purchasers (incorporated by
reference to Exhibit 4(s) to Company's Annual Report on Form 10-K for the
52 weeks ended January 26, 2002, SEC File No. 1-15274).

4.18 Second Supplemental Indenture dated as of July 26, 2002, among the Company,
JCP and U.S. Bank National Association, Trustee (formerly Bank of America
National Trust and Savings Institution) to Indenture dated as of April 1,
1994 (incorporated by reference to Exhibit 4 to Company's Quarterly Report
on Form 10-Q for the 13 and 26 week period ended July 26, 2002, SEC File
No. 1-15274).

5.1 Opinion of J. L. Bober regarding legality of securities being registered.

23.1 Consent of KPMG LLP.

23.2 Consent of J. L. Bober included in Exhibit 5.1.

24.1 Power of Attorney.

* SEC File No. 1-777

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the

Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plano, State of Texas, on the 31st day of May,
2005.

J. C. PENNEY COMPANY, INC.

By: /s/ R. B. Cavanaugh
-----------------------------
R. B. Cavanaugh
Executive Vice President
and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures Title Date
----------- ----------- ----------

/s/ M. E. Ullman, III Chairman of the Board May 31, 2005
--------------------- and Chief Executive Officer
M. E. Ullman, III* (principal executive
officer); Director

/s/ R. B. Cavanaugh Executive Vice President May 31, 2005
------------------- and Chief Financial Officer
R. B. Cavanaugh (principal financial officer)

/s/ W. J. Alcorn Senior Vice President, May 31, 2005
---------------- Controller and Chief
W. J. Alcorn* Procurement Officer
(principal accounting
officer)

/s/ C. C. Barrett Director May 31, 2005
-----------------
C. C. Barrett*

/s/ M. A. Burns Director May 31, 2005
-----------------
M. A. Burns*

/s/ M. A. Clark Director May 31, 2005
-----------------
M. A. Clark*

/s/ T. J. Engibous Director May 31, 2005
------------------
T. J. Engibous*

/s/ K. B. Foster Director May 31, 2005
------------------
K. B. Foster*

/s/ V. E. Jordan, Jr. Director May 31, 2005
---------------------
V. E. Jordan, Jr.*

/s/ B. Osborne Director May 31, 2005
------------------
B. Osborne*

/s/ L. H. Roberts Director May 31, 2005
------------------
L. H. Roberts*

/s/ R. G. Turner Director May 31, 2005
------------------
R. G. Turner*

* By: /s/ R. B. Cavanaugh
------------------------------
R. B. Cavanaugh
Attorney-in-fact

EXHIBIT INDEX

Exhibit
Number Description of Document
--------- ---------------------------

4.2 Restated Certificate of Incorporation of the Company, (incorporated by
reference to Exhibit (3)(i) to Company's Form 8-K dated January 27, 2002,
SEC File No. 001-15274).

4.3 Bylaws of Company, as amended to February 16, 2005 (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for
the 52-week period ended January 29, 2005*).

4.16 First Supplemental Indenture dated as of January 27, 2002, among the
Company, JCP and JPMorgan Chase Bank, Trustee (formerly First Trust of
California, National Association, as Successor Trustee to Bank of America
National Trust and Savings Association) to Indenture dated as of May 1,
1981 incorporated by reference to Exhibit 4(r) to Company's Annual Report
on Form 10-K for the 52 weeks ended January 26, 2002, SEC File No.
1-15274).

5.1 Opinion of J. L. Bober regarding legality of securities being registered.

23.1 Consent of KPMG LLP.

23.2 Consent of J. L. Bober included in Exhibit 5.1.

24.1 Power of Attorney.

* SEC File No. 1-777

Exhibit 5.1
-----------
May 31, 2005

Securities and Exchange Commission
450 Fifth Street
Washington, D. C. 20549

Re: J. C. Penney Company, Inc.
2005 Equity Compensation Plan
--------------------------------

Dear Ladies and Gentlemen:

As Senior Vice President, General Counsel and Secretary 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.

I am also familiar with the J. C. Penney Company, Inc. 2005 Equity Compensation
Plan ("Plan"), and the corporate proceedings taken to authorize the offer of
shares of JCPenney common stock of 50(cent) par value, together with the
preferred stock purchase rights associated therewith (such common stock,
together with such associated rights, being hereinafter referred to as the
"JCPenney Common Stock"), of the Company thereunder. I have examined the
Registration Statement on Form S-8 filed by the Company with the Securities and
Exchange Commission on this date for the registration under the Securities Act
of 1933, as amended, of 17,200,000 shares of JCPenney Common Stock to be offered
pursuant to the Plan. I have also examined such other documents and records as I
have deemed appropriate for the purposes of this opinion.

Based on the foregoing, I am of the opinion that the shares of JCPenney Common
Stock to be offered pursuant to the Plan have been duly authorized and when
issued, will have been legally issued, fully paid, and non-assessable.

I hereby consent to the reference to me in the above-mentioned Registration
Statement and to the filing of this opinion as an exhibit to said Registration
Statement.

Very truly yours,

/s/ Joanne L. Bober

Joanne L. Bober
Senior Vice President,
General Counsel and Secretary

Exhibit 23.1
------------

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
---------------------------------------------------------

The Board of Directors
J. C. Penney Company, Inc.:

We consent to the use of our reports dated March 25, 2005 with respect to the
consolidated balance sheets of J. C. Penney Company, Inc. and subsidiaries as of
January 29, 2005, and January 31, 2004, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the years in the
three-year period ended January 29, 2005, management's assessment of the
effectiveness of internal control over financial reporting as of January 29,
2005, and the effectiveness of internal control over financial reporting as of
January 29, 2005 and our report dated March 25, 2005, with respect to the
balance sheets of J. C. Penney Funding Corporation as of January 29, 2005 and
January 31, 2004, and the related statements of income, reinvested earnings, and
cash flows for each of the years in the three-year period ended January 29, 2005
incorporated by reference herein.

/s/ KPMG LLP
KMPG LLP
Dallas, Texas
May 31, 2005

Exhibit 24.1
------------
POWER OF ATTORNEY
---------------

KNOW ALL MEN BY THESE PRESENTS THAT each of the undersigned directors and
officers of J. C. PENNEY COMPANY, INC., a Delaware corporation ("Company"),
which Company is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of shares of
Common Stock of 50(cent) par value of the Company, including the associated
rights to purchase shares of Series A Preferred Stock, without par value, of the
Company, and, potentially, shares of JCPenney Preferred Stock, for issuance
pursuant to the J. C. Penney Company, Inc. 2005 Equity Compensation Plan, hereby
constitutes and appoints W. J. Alcorn, J. L. Bober and R. B. Cavanaugh, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power to each of them to act without the others, for him or her in his or her
name, place, and stead, in any and all capacities, to sign said Registration
Statement, which is about to be filed, and any and all subsequent amendments to
said Registration Statement (including, without limitation, any and all
post-effective amendments thereto) and to file said Registration Statement and
any and all subsequent amendments to said Registration Statement (including,
without limitation, any and all post-effective amendments thereto) so signed,
with all exhibits thereto, and any and all documents in connection therewith,
and to appear before the Securities and Exchange Commission in connection with
any matter relating to said Registration Statement and any and all subsequent
amendments to said Registration Statement (including, without limitation, any
and all post-effective amendments thereto), hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as
of the 20th day of May, 2005.

/s/ M. E. Ullman, III
---------------------------------------
M. E. Ullman, III
Chairman of the Board and
Chief Executive Officer
(principal executive officer);
Director

/s/ R. B. Cavanaugh /s/ W. J. Alcorn
-------------------------------- ---------------------------
R. B. Cavanaugh W. J. Alcorn
Executive Vice President and Senior Vice President and
Chief Financial Officer; Controller
(principal financial officer) (principal accounting officer)

/s/ C. C. Barrett Director May 20, 2005
-------------------
C. C. Barrett

/s/ M. A. Burns Director May 20, 2005
-------------------
M. A. Burns

/s/ M. K. Clark Director May 20, 2005
-------------------
M. K. Clark

/s/ T. J. Engibous Director May 20, 2005
-------------------
T. J. Engibous

/s/ K. B. Foster Director May 20, 2005
-------------------
K. B. Foster

/s/ V. E. Jordan, Jr. Director May 20, 2005
---------------------
V. E. Jordan, Jr.

/s/ B. Osborne Director May 20, 2005
---------------------
B. Osborne

/s/ L. H. Roberts Director May 20, 2005
------------------
L. H. Roberts

/s/ R. G. Turner Director May 20, 2005
-------------------
R. G. Turner