Edgar Filing: J C PENNEY CO INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 28, 2002
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REGISTRATION NO. 333-33343-99

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------------

J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware 26-0037077
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

6501 Legacy Drive
Plano, Texas 75024-3698
(Address of principal executive offices, including zip code)

J. C. PENNEY COMPANY, INC.
SAVINGS, PROFIT-SHARING AND
STOCK OWNERSHIP PLAN
(Full title of the plan)

CHARLES R. LOTTER, ESQ.
Executive Vice President, Secretary and General Counsel
J. C. PENNEY COMPANY, INC.
6501 Legacy Drive
Plano, Texas 75024-0005
(972) 431-1201

(Name, address, and telephone number, including area code,
of agent for service)

EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by J.C. Penney Corporation, Inc., a Delaware corporation (formerly J.C.
Penney Company, Inc. and referred to herein as the "Predecessor Registrant"), of
a holding company form of organizational structure. The holding company
organizational structure was implemented by the merger (the "Merger") in
accordance with Section 251(g) of the Delaware General Corporation Law, of JCP
Merger Sub, Inc., a Delaware corporation, with and into the Predecessor
Registrant, with the Predecessor Registrant being the surviving corporation. In
the Merger, which was consummated at 12:00 a.m., Eastern Time, on January 27,
2002 (the "Effective Time"), each share of the issued and outstanding common
stock and preferred stock of the Predecessor Registrant was converted into one
share of common stock and preferred stock, respectively, of J. C. Penney
Holdings, Inc., a Delaware corporation (the "Registrant"), which prior to the
Merger changed its name to J. C. Penney Company, Inc. Pursuant to the Merger,
the Predecessor Registrant became a direct, wholly-owned subsidiary of the
Registrant.

In accordance with Rule 414, the Registrant, as the successor issuer,
hereby expressly adopts this Registration Statement and the Registration
Statements incorporated by reference herein of the Predecessor Registrant as its
own for all purposes of the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act").

Pursuant to General Instruction E to Form S-8, this Form S-8
incorporates herein by reference the contents of the Predecessor Registrant's
Registration Statements on Form S-8 (Registration No. 333-33343, relating to
5,000,000 shares of the Registrant's Common Stock and the Rights associated
therewith, and an indeterminate amount of interests to be offered or sold
pursuant to the J. C. Penney Company, Inc. Savings, Profit-Sharing and Stock
Ownership Plan (collectively, the "Stock"); Registration No. 33-56993, relating
to 8,000,000 shares of the Stock; Registration No. 33-59666, relating to
2,000,000 shares of the Stock; and Registration No. 33-24462, relating to
1,400,000 shares of the Stock).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission
pursuant to the Exchange Act are incorporated by reference into this
Registration Statement:

(a-1) The Predecessor Registrant's Annual Report on Form 10-K for the 52
weeks ended January 27, 2001.

(a-2) The Predecessor Registrant's Quarterly Reports on Form 10-Q for the
periods ended April 28, 2001; July 28, 2001; and October 27, 2001.

(a-3) The Predecessor Registrant's Current Reports on Form 8-K dated June
18, 2001; September 10, 2001; September 21, 2001; October 9, 2001; and January
28, 2002.

(a-4) Registrant's Current Report on Form 8-K, dated January 28, 2002.

(a-5) The Annual Report on Form 10-K of J. C. Penney Funding Corporation
("Funding") for the 52 weeks ended January 28, 2001.

(a-6) Funding's Quarterly Reports on Form 10-Q for the periods ended April
28, 2001; July 28, 2001; and October 27, 2001.

(b) All documents subsequently filed by the Registrant and Funding
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

(c) The description of the Registrant's Common Stock and associated
Rights and Series B ESOP Convertible Preferred Stock contained in Item 5 of the
Registrant's Current Report on Form 8-K, dated January 28, 2002, is hereby
incorporated by reference.

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Item 5. Interests of Named Experts and Counsel.

The legality of the shares of the Registrant's common stock has been
passed upon by C. R. Lotter, Esq., Executive Vice President, Secretary and
General Counsel of the Registrant. As of January 15, 2002, Mr. Lotter owned
22,569 shares of the Predecessor Registrant's common stock and common stock
voting equivalents, including shares credited to his accounts under the
Predecessor Registrant's Savings, Profit-Sharing and Stock Ownership Plan. As of
January 15, 2002, Mr. Lotter had outstanding options to purchase 196,000 shares
of the Predecessor Registrant's common stock. At the Effective Time, all such
shares of common stock, voting equivalents and options were converted pursuant
to the Merger into the same number and types of shares of common stock, voting
equivalents and options, respectively, of the Registrant.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware permits
indemnification of the directors and officers of the Registrant involved in a
civil or criminal action, suit or proceeding, including, under certain
circumstances, suits by or in the right of the Registrant, for any expenses,
including attorneys' fees, and (except in the case of suits by or in the right
of the Company) any liabilities which they may have incurred in consequence of
such action, suit or proceeding under the conditions stated in said Section.

Article X of the Registrant's Bylaws provides, in substance, for
indemnification by the Registrant of its directors and officers in accordance
with the provisions of the General Corporation Law of Delaware. The Registrant
has entered into indemnification agreements with its current directors and
certain of its current officers which generally provide for indemnification by
the Registrant except as prohibited by applicable law.

In addition, the Registrant has purchased insurance coverage under
policies which insure the Registrant for amounts which the Registrant is
required or permitted to pay as indemnification of directors and certain
officers of the Registrant and its subsidiaries, and which insure directors and
certain officers of the Registrant and its subsidiaries against certain
liabilities which might be incurred by them in such capacities and for which
they are not entitled to indemnification by the Registrant.

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Item 8. Exhibits.

The following exhibits are filed herewith unless otherwise indicated:

Exhibit
Number Description of Document
------ -----------------------

4.1 Registrant's Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3(i) to the Registrant's Current
Report on Form 8-K, dated January 28, 2002).

4.2 Bylaws of the Registrant, as amended (incorporated by reference to
Exhibit 3(ii) to the Registrant's Current Report on Form 8-K, dated
January 28, 2002).

4.3 Rights Agreement, dated as of January 23, 2002, between the Registrant
and Mellon Investor Services LLC, as Rights Agent (incorporated by
reference to Exhibit 4 to the Registrant's Current Report on Form 8-K,
dated January 28, 2002).

5.1 Opinion of C.R. Lotter regarding legality of securities being
registered.

5.2 In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974,
as amended, or an Internal Revenue Service ("IRS") determination
letter the that Plan is qualified under Section 401 of the Internal
Revenue Code, the Predecessor Registrant has submitted the Plan, and
the Registrant will submit any amendments thereto, to the IRS in a
timely manner, and the Registrant hereby undertakes to make all
changes required by the Internal Revenue Service in order to quality
the Plan.

23.1 Consent of KPMG LLP.

23.2 Consent of C. R. Lotter included in Exhibit 5.1.

24.1 Power of Attorney.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plano, State of Texas, on the 28th day of January,
2002.

J. C. PENNEY COMPANY, INC.

By: /s/ R. B. Cavanaugh
----------------------------
R. B. Cavanaugh
Executive Vice President
and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures Title Date
---------- ----- ----

A. I. Questrom* Chairman of the January 28, 2002
-------------------------
A. I. Questrom Board and Chief
Executive Officer
(principal executive
officer); Director

/s/ R. B. Cavanaugh Executive Vice January 28, 2002
-------------------------
R. B. Cavanaugh President and Chief
Financial Officer
(principal financial
officer)

W. J. Alcorn* Vice President and January 28, 2002
-------------------------
W. J. Alcorn Controller (principal
accounting officer)

M. A. Burns* Director January 28, 2002
-------------------------
M. A. Burns

T. J. Engibous* Director January 28, 2002
-------------------------
T. J. Engibous

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K. B. Foster* Director January 28, 2002
-------------------------
K. B. Foster

V. E. Jordan, Jr.* Director January 28, 2002
-------------------------
V. E. Jordan, Jr.

J. C. Pfeiffer* Director January 28, 2002
-------------------------
J. C. Pfeiffer

A. W. Richards* Director January 28, 2002
------------------
A. W. Richards

C. S. Sanford, Jr.* Director January 28, 2002
-------------------------
C. S. Sanford, Jr.

R. G. Turner* Director January 28, 2002
-------------------------
R. G. Turner

*By: /s/ R. B. Cavanaugh
-------------------
R. B. Cavanaugh
Attorney-in-fact

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SIGNATURES

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
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Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Plano, State of
Texas, on this 28/th/ day of January, 2002.

J.C. PENNEY COMPANY, INC. SAVINGS, PROFIT-
SHARING AND STOCK OWNERSHIP PLAN

By: /s/ Bruce Hill
--------------------------
B. A. Hill
Senior Vice President and Director of
Human Resources and Administration
J. C. Penney Corporation, Inc.

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EXHIBITS