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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): January 27, 2002
J. C. Penney Corporation, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-777 13-5583779
(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
J. C. Penney Company, Inc.
(Former name or former address, if changed from last report)
Item 5. Other Events and Regulation FD Disclosure
Effective January 27, 2002, the Registrant ("JCP") changed its structure to
a holding company format. This structure will not result in any immediate
changes to operations, but creates a basic framework for strategic,
organizational and operational decision making.
The holding company organizational structure was implemented by the merger
of JCP Merger Sub, Inc. ("Merger Sub") into JCP with JCP being the surviving
corporation. Prior to the merger Merger Sub was a direct wholly-owned subsidiary
of J. C. Penney Holdings, Inc. (the "Company"), a holding company organized for
the purpose of implementing the holding company structure and a direct
wholly-owned subsidiary of JCP. By operation of the merger, JCP became a direct
wholly-owned subsidiary of the Company, and all of JCP's outstanding Common
Stock and Series B ESOP Convertible Preferred Stock was converted, on a share
for share basis, into the identical number and type of shares of the Company. As
a result, each of the stockholders of JCP became the owner of the same number
and type of shares of stock of the Company as they had held in JCP prior to the
merger.
The name of the Company was changed to "J. C. Penney Company, Inc." and the
name of JCP was changed to "J. C. Penney Corporation, Inc." The conversion of
shares of stock in the merger occurred without an exchange of certificates.
Accordingly, certificates formerly representing shares of stock of JCP are
deemed to represent shares of the same number and type of stock of the Company.
This restructuring will not alter a stockholder's ownership interest in the
business or result in a stockholder recognizing a gain or loss for United States
federal income tax purposes. Shares of the Company will remain publicly traded
under the same symbol (JCP) on the New York Stock Exchange. The Company will
also be a co-obligor (or guarantor, as appropriate) regarding the payment of
principal and interest on JCP's outstanding debt securities.
The Agreement and Plan of Merger is attached as an exhibit hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(2) Agreement and Plan of Merger, dated January 23, 2002,
between and among J. C. Penney Company, Inc., J. C. Penney
Holdings, Inc. and JCP Merger Sub, Inc.
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 COrporation, Inc.
By: /s/ Charles R. Lotter
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Charles R. Lotter
Executive Vice President,
Secretary and General Counsel
DATED: January 28, 2002