SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
J. C. PENNEY COMPANY, INC. (Name
of Issuer)
Common Stock of 50(cent) par value
(Title of Class of Securities)
708160106
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
+-----------------------------+ +----------------------------+
|CUSIP No.708160106 | 13G |Page 2 of 6 Pages |
--------- ----- ---
+-----------------------------+ +----------------------------+
+-------------------------------------------------------------------------+
| 1 | NAMES OF REPORTING PERSONS |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | |
| | Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney |
| | Corporation, Inc. |
+---+---------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ |
| | (SEE INSTRUCTIONS) (a) +--+ |
| | |
| | +--+ |
| | (b) +--+ |
+---+---------------------------------------------------------------------|
| 3 |SEC USE ONLY |
| | |
| | |
+---+---------------------------------------------------------------------|
| 4 |CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Not Applicable |
| | |
| | |
+-------------------------------------------------------------------------|
| | 5 | SOLE VOTING POWER |
| | | -0-. See Item 4 (c). |
| NUMBER OF +---+--------------------------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
|BENEFICIALLY| | 23,305,363. See Item 4 (c). |
| OWNED BY +---+--------------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | -0-. See Item 4 (c). |
| PERSON +---+--------------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | 23,305,363. See Item 4 (c). |
+-------------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 23,305,363. See Item 4 (c). |
+---+---------------------------------------------------------------------|
|10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| | SHARES (SEE INSTRUCTIONS) |
| | |
+---+---------------------------------------------------------------------|
|11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| | |
| | 10.03%. See Item 4 (b). |
+---+---------------------------------------------------------------------|
|12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | EP |
+-------------------------------------------------------------------------+
Page 3 of 6 Pages
SCHED 13G - 2/13/06 - 105306.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 17)
Item 1(a) Name of Issuer:
J. C. PENNEY COMPANY, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
6501 Legacy Drive, Plano, Texas 75024-3698
Item 2(a) Name of Person Filing:
Savings, Profit-Sharing and Stock Ownership Plan of
J. C. Penney Corporation, Inc. ("Plan")
Item 2(b) Address of Principal Business Office:
6501 Legacy Drive, Plano, Texas 75024-3698
mailing address, P. O. Box 659002, Dallas, Texas
75265-9002
Item 2(c) Citizenship:
Not applicable.
Item 2(d) Title of Class of Securities:
Common Stock of 50(cent) par value
Item 2(e) CUSIP No. 708160106
Item 3 If this statement is filed pursuant to ss.ss.240.13d-1(b),
or 240.13d-2(b) or (c), check whether the person
filing is a:
(f) [x] An employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F).
Item 4 Ownership.
(a) Amount Beneficially Owned: 23,305,363 shares. (See Item 4(c)).
(b) Percent of Class: 10.03%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 0.
(ii) shared power to vote or to direct the vote - 23,305,363. Each of
the issuer's employees who is a Plan participant and who has been
allocated shares under the Plan ("Allocated Stock") is entitled
to instruct the trustee ("Trustee") of the Plan (State Street
Bank and Trust Company) on how to vote the shares of Common Stock
of 50(cent) par value of the issuer ("Penney Stock") plus an
allocable portion of all Allocated Stock for which no direction
has been received ("Undirected Stock"). The Trustee is obligated
to vote such Allocated Stock and Undirected Stock as instructed.
Page 4 of 6 Pages
(iii) sole power to dispose or to direct the disposition of - 0.
(iv) shared power to dispose or to direct the disposition of -
23,305,363. (A) In the event of any offer (including but not
limited to a tender or exchange offer within the meaning of the
Securities Exchange Act of 1934, as amended) for shares of Penney
Stock, each Plan participant may direct the Trustee to accept or
reject the offer or to tender or not tender the shares of Penney
Stock credited to such participant's accounts under the Plan,
plus an allocable portion of all Undirected Stock. The Trustee
shall be obligated to follow all such directions which are timely
received. The Trustee is to decide whether or not to accept or
reject an offer or to tender or not to tender shares of Penney
Stock pursuant to an offer only if the sum of the number of
shares it sold, exchanged or transferred in accordance with any
other offer during the preceding twelve months plus the number of
shares subject to an outstanding offer is fewer than 10% of the
total number of shares held by the Plan. (B) Although the Trustee
does not normally trade shares of Penney Stock held by it, under
certain circumstances a participant may give instructions
regarding his or her accounts which may result in the sale or
transfer of certain shares by the Trustee.
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
The filing person maintains a trust which holds shares of Penney Stock
(See Item 2(d) above) for the benefit of current and certain former
employees of the issuer who are participants in the Plan. Participants
in the Plan have the right upon termination, pursuant to the terms of
the Plan, to the vested shares of Penney Stock, or to the proceeds of
the sale of shares of Penney Stock.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Page 5 of 6 Pages
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
The filing of this statement shall not be construed as an admission
that the Plan is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of
any securities covered by this statement.
Page 6 of 6 Pages
Signature.
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 2006
Signature
/s/ George Brand
----------------------------------
George Brand, Benefits Controller
Name/Title