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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
J.C. Penney Company, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
708160106
Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, NY 10019
212-813-3700
With a Copy to:
Stephen Fraidin, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
212-446-4800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required on 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).
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The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. The
information required on 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). |
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1 |
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NAME OF REPORTING PERSON
Pershing Square Capital Management, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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39,075,771 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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39,075,771 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,075,771 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.3%(1) |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
(1) Calculated based on 213,209,237 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of June 6, 2011, as reported in J.C. Penney Company, Inc.s quarterly report on Form 10-Q for the quarterly period ended April 30, 2011.
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1 |
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NAME OF REPORTING PERSON
PS Management GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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39,075,771 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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39,075,771 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,075,771 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.3%(2) |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
(2) Calculated based on 213,209,237 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of June 6, 2011, as reported in J.C. Penney Company, Inc.s quarterly report on Form 10-Q for the quarterly period ended April 30, 2011.
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1 |
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NAME OF REPORTING PERSON
Pershing Square GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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16,985,050 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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16,985,050 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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16,985,050 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.0%(3) |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
(3) Calculated based on 213,209,237 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of June 6, 2011, as reported in J.C. Penney Company, Inc.s quarterly report on Form 10-Q for the quarterly period ended April 30, 2011.
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1 |
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NAME OF REPORTING PERSON
William A. Ackman |
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2 |
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CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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39,075,771 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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39,075,771 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,075,771 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.3%(4) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
(4) Calculated based on 213,209,237 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of June 6, 2011, as reported in J.C. Penney Company, Inc.s quarterly report on Form 10-Q for the quarterly period ended April 30, 2011.
TABLE OF CONTENTS
ITEM 1. SECURITY AND ISSUER
This amendment No. 4 to Schedule 13D (this 13D Amendment No. 4) amends and
supplements the statement on Schedule 13D (the Original Schedule 13D,) filed on October 8,
2010, as amended and supplemented by amendment No. 1 (the 13D Amendment No. 1), filed on
January 25, 2011, amendment No. 2 (the 13D Amendment No. 2), filed on February 10, 2011,
and amendment No. 3 (the 13D Amendment No. 3), filed on February 25, 2011 (the Original
Schedule 13D as amended and supplemented by the 13D Amendment No. 1, the 13D Amendment No. 2, the
13D Amendment No. 3, and this 13D Amendment No. 4, the Schedule 13D), by Pershing Square
Capital Management, L.P., a Delaware limited partnership (Pershing Square); PS Management
GP, LLC, a Delaware limited liability company (PS Management); Pershing Square GP, LLC, a
Delaware limited liability company (Pershing Square GP); and William A. Ackman, a citizen
of the United States of America (together with Pershing Square, PS Management and Pershing Square
GP , the Reporting Persons), relating to the common stock, par value $0.50 per share (the
Common Stock), of J.C. Penney Company, Inc., a Delaware corporation (the
Issuer). The principal executive offices of the Issuer are located at: 6501 Legacy Drive,
Plano, Texas 75024-3698.
Capitalized terms not defined in this 13D Amendment No. 4 shall have the meaning ascribed to
them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
As of August 19, 2011, as reflected in this Amendment No. 4 the Reporting Persons beneficially
owned an aggregate of 39,075,771 shares of Common Stock (which include 360,200 shares of Common
Stock underlying listed American-style call options), representing approximately 18.3% of the
outstanding shares of Common Stock of the Issuer. The Reporting Persons also have additional
economic exposure to approximately 602,600 notional shares of Common Stock under certain
cash-settled total return swaps (Swaps), bringing their total aggregate economic exposure
to 39,678,371 shares of Common Stock, representing approximately 18.6% of the outstanding shares of
Common Stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following
information:
On August 19, 2011, Pershing Square and the Issuer entered into a stockholders agreement,
dated August 19, 2011 (the Second Stockholders Agreement), which is described in Item 6
hereof. The Second Stockholders Agreement is attached hereto as Exhibit 99.5 and is incorporated
herein by reference. Pursuant to the Second Stockholders Agreement, the Stockholders Agreement was
terminated.
ITEM 6. |
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following
information:
On August 19, 2011, Pershing Square and the Issuer entered into the Second Stockholders
Agreement. The Second Stockholders agreement provides for the termination of the Stockholders
Agreement and for certain Reporting Persons to increase their economic exposure to the Common Stock
through synthetic positions. The Second Stockholders Agreement permits Pershing Square to
designate one member of the Board of Directors of the Company, which member is currently William A.
Ackman. The Second Stockholders Agreement is attached hereto as Exhibit 99.5 and is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following
exhibit(s):
Exhibit 99.5 Second Stockholders Agreement
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief,
each of the undersigned certify that the information set forth in this statement is true, complete
and correct.
Date: August 19, 2011
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PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
By: PS Management GP, LLC, its General Partner
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By: |
/s/ William A. Ackman
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William A. Ackman |
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Managing Member |
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PS MANAGEMENT GP, LLC
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By: |
/s/ William A. Ackman
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William A. Ackman |
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Managing Member |
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PERSHING SQUARE GP, LLC
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By: |
/s/ William A. Ackman
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William A. Ackman |
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Managing Member |
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/s/ William A. Ackman
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WILLIAM A. ACKMAN |
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EXHIBIT INDEX
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Exhibit |
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Description |
99.1
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Joint Filing Agreement* |
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99.2
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Trading Data* |
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99.3
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Letter Agreement* |
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99.4
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Stockholders Agreement* |
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99.5
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Second Stockholders Agreement |