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): July 31, 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
Item 2. Acquisition or Disposition of Assets.
J. C. Penney Company, Inc. (the "Company") and certain of its subsidiaries
closed the sale of its Eckerd drugstore operations on July 31, 2004. The
Company generated approximately $3.5 billion in net cash proceeds from the
sale after taxes, fees and other related costs. As previously announced,
The Jean Coutu Group (PJC) Inc. acquired Eckerd drugstores and support
facilities located in thirteen Northeast and mid-Atlantic states, as well
as the Eckerd Home Office in Florida. CVS Corporation acquired Eckerd
drugstores and support facilities located in the remaining southern states,
principally Florida and Texas, as well as Eckerd's pharmacy benefits
management and mail order businesses. See the news release dated August 1,
2004, attached as Exhibit 99.1.
Item 5. Other Events and Regulation FD Disclosure.
Capital Structure Repositioning
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On August 2, 2004 the Company announced that it intends to use the
approximately $3.5 billion in net cash proceeds from the sale of the Eckerd
drugstore operations and $1.1 billion of existing cash balances to
implement a major repositioning of its capital structure. This will consist
of:
o Up to $3.0 billion for common stock repurchases, including up to $650
million contingent upon the conversion of the Company's 5% Convertible
Subordinated Notes Due 2008;
o $2.3 billion for the reduction of outstanding debt; and
o $3.4 billion elimination of the present value of Eckerd lease
obligations.
Preferred Stock Redemption
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The Company has called for redemption on August 25, 2004 all of its
outstanding shares of Series B ESOP Convertible Preferred Stock, which are
entirely held by the Company's Savings, Profit-Sharing and Stock Ownership
Plan, a 401(k) savings plan.
See the news release dated August 2, 2004, attached as Exhibit 99.2.
2
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: August 3, 2004
EXHIBIT INDEX
Exhibit Number Description
99.1 J. C. Penney Company, Inc. News Release
issued August 1, 2004
Exhibit Number Description
99.2 J. C. Penney Company, Inc. New Release
issued August 2, 2004