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): June 6, 2005
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
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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 1.01 Entry into a Material Definitive Agreement.
On June 8, 2005, J. C. Penney Company, Inc. issued a revised Notice of
Restricted Stock Unit Award ("Grant Notice") to M. T. Theilmann to clarify the
effect of a voluntary retirement after attaining age 55. A copy of the Grant
Notice is attached as Exhibit 10.1 hereto.
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On June 6, 2005, J. C. Penney Company, Inc. ("Company") adopted a restated
Statement of Business Ethics. The Statement of Business Ethics applies to all
Company associates, including the Company's executive officers. A copy of the
restated Statement of Business Ethics is attached as Exhibit 14.1 hereto.
Item 9.01(c) Exhibits.
Exhibit 10.1 Notice of Restricted Stock Unit Award
Exhibit 14.1 J. C. Penney Company, Inc. Statement of Business Ethics
SIGNATURE
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/ Joanne L. Bober
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Joanne L. Bober
Senior Vice President,
Secretary and General Counsel
Date: June 9, 2005
EXHIBIT INDEX
Exhibit Number Description
Exhibit 10.1 Notice of Restricted Stock Unit Award
Exhibit 14.1 J. C. Penney Company, Inc. Statement of Business Ethics