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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): March 18, 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 March 18, 2005, J. C. Penney Company, Inc. ("Company") entered into a letter
agreement ("Agreement") with Myron E. Ullman, III, in order to clarify certain
expense reimbursement and other benefits in the arrangement pursuant to which
Mr. Ullman has agreed to serve as Chairman and Chief Executive Officer of the
Company. A copy of the Agreement is attached as Exhibit 10.1 and incorporated by
reference into this report.
Item 8.01 Other Events
On March 18, 2005, J. C. Penney Company, Inc. ("Company") announced a new $1
billion capital structure repositioning program to be funded by approximately
$600 million of free cash flow generated in 2004 and $400 million previously
allocated to the early retirement of the 7.4% Debentures due 2037. The program
consists of $750 million of common stock repurchases and $250 million of
open-market debt repurchases. It is expected to be completed by year end. (See
News Release of March 18, 2005 attached as Exhibit 99.1)
Item 9.01(c) Exhibits
Exhibit 10.1 Letter Agreement between Myron E. Ullman, III and J. C. Penney
Company, Inc., dated March 18, 2005.
Exhibit 99.1 News Release, dated March 18, 2005, announcing a capital
repositioning program of J. C. Penney Company, Inc.
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/ Joanne L. Bober
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Joanne L. Bober
Senior Vice President, General Counsel
and Secretary
Date: March 22, 2005
EXHIBIT INDEX
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Exhibit Number Description
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10.1 Letter Agreement between Myron E. Ullman, III and
J. C. Penney Company, Inc., dated March 18, 2005.
99.1 News Release, dated March 18, 2005, announcing a
capital repositioning program of J. C. Penney
Company, Inc.