<PAGE> 1
CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - June 7, 1994
(Date of earliest event reported)
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-777
Delaware 13-5583779
(State of incorporation) (IRS Employer
Identification No.)
6501 Legacy Drive
Plano, Texas 75301-1103
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (214) 431-1000
<PAGE> 2
Item 5. Other Events.
On June 7, 1994, J. C. Penney Company, Inc. (the "Company") entered
into an Underwriting Agreement with CS First Boston Corporation, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J. P. Morgan Securities Inc., and Morgan
Stanley & Co. Incorporated (collectively, the "Underwriters") for the sale of
(a) $225,000,000 aggregate principal amount of its 6 7/8% Notes Due 1999 (the
"6 7/8% Notes") at a price to the public of 99.646% of the principal amount
thereof, and (b) $275,000,000 aggregate principal amount of its 7 3/8% Notes
Due 2004 (the "7 3/8% Notes") at a price to the public of 99.480% of the
principal amount thereof, (the 6 7/8% Notes, and the 7 3/8% Notes herein
collectively called the "Notes"). The closing of the sale was held on June 15,
1994. The Notes are being issued pursuant to Registration Statement No.
33-53275, which was filed with the Securities and Exchange Commission (the
"Commission") on April 26, 1994 and became effective on April 29, 1994, and the
Prospectus dated April 29, 1994 and a Prospectus Supplement dated June 7, 1994,
which were filed with the Commission on June 9, 1994. Pursuant to the
Registration Statement, debt securities were registered for offering under the
Securities Act of 1933 on a continuous or delayed basis pursuant to the
provisions of Rule 415.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
1. Underwriting Agreement among J. C. Penney Company,
Inc. and the Underwriters (dated June 7, 1994).
4. Form of Notes.
5. Opinion of C. R. Lotter with respect to the validity
of the Notes.
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.
/S/C. R. Lotter
C. R. Lotter
Executive Vice President,
Secretary and General Counsel
Date: June 17, 1994
<PAGE> 1
EXHIBIT 1
(CONFORMED COPY)
J. C. PENNEY COMPANY, INC.
UNDERWRITING AGREEMENT
June 7, 1994
CS FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
As Representatives of the Several Underwriters named in Schedule A hereto
c/o CS First Boston Corporation
Park Avenue Plaza
New York, N.Y. 10055
Dear Sirs:
1. Introductory. J. C. PENNEY COMPANY, INC., a Delaware corporation
("Company"), proposes to issue and sell the debt securities described in
Schedule B hereto (collectively, "Debt Securities"). The Debt Securities will be
issued under an Indenture, dated as of April 1, 1994, between the Company and
Bank of America National Trust and Savings Association, as Trustee (the
"Indenture"). The several Underwriters set forth in Schedule A are hereinafter
referred to as "Underwriters".
2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, you (the "Representatives") that:
(a) A registration statement (No. 33-53275), including a prospectus,
relating to the Debt Securities has been filed with the Securities and
Exchange Commission ("Commission") and has become effective. Such
registration statement, as amended to the date hereof (but excluding any
amendments relating to securities which are not covered by this Agreement),
is hereinafter referred to as the "Registration Statement", and the
prospectus contained in the Registration Statement, as amended and
supplemented by a Prospectus Supplement of even date herewith, including
all material incorporated by reference therein, as the "Prospectus".
(b) On the effective date of the Registration Statement, as referred
to in Section 2(a) hereof, the Registration Statement conformed in all
material respects to the requirements of the Securities Act of 1933
("Act"), the Trust Indenture Act of 1939 ("Trust Indenture Act"), and the
published rules and regulations ("Rules and Regulations") of the
Commission, and did not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and on the date hereof, the
Registration Statement and the Prospectus conform in all material respects
to the requirements of the Act, the Trust Indenture Act and the Rules and
Regulations and none of such documents includes any untrue statement of a
material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that the
foregoing does not apply to (i) statements in or omissions from any of such
documents based upon written information furnished to the Company by an
Underwriter for use therein, or (ii) statements or omissions in that part
of the Registration Statement which constitutes the Statement of
Eligibility and Qualification under the Trust Indenture Act (Form T-1) of
the Trustee.
3. Purchase, Sale and Delivery of Debt Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company,
<PAGE> 2
at the purchase prices set forth in Schedule B hereto, plus accrued interest, if
any, from June 15, 1994 to the Closing Date as defined below, the respective
principal amounts of Debt Securities set forth in Schedule A hereto.
The Company will deliver the Debt Securities to the Representatives, for
the accounts of the Underwriters, at the office of Chemical Bank, 450 West 33rd
Street, Tenth Floor, New York, New York 10001, attention: Ed White, against
payment of the purchase price by certified or official bank check or checks in
New York Clearing House (next day) funds drawn to the order of the Company, at
the office of the Company, 6501 Legacy Drive, Plano, Texas 75024-3698, at 9:00
A.M., Dallas Time, on June 15, 1994 or at such other time not later than seven
full business days thereafter as you and the Company determine, such time being
herein referred to as the "Closing Date". The Debt Securities so to be delivered
will be, unless otherwise mutually agreed by the Representatives and the
Company, in fully registered form, in such denominations and registered in such
names as the Representatives request, and will be made available for checking
and packaging at the above office of Chemical Bank, at least 24 hours prior to
the Closing Date.
4. Covenants of the Company. The Company covenants and agrees with the
several Underwriters that:
(a) The Company will advise the Representatives promptly of any
amendment or supplementation of the Registration Statement or the
Prospectus with respect to the Debt Securities, and of the institution by
the Commission of any stop order proceedings in respect of the Registration
Statement, and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting, if issued.
(b) If at any time when a prospectus relating to the Debt Securities
is required to be delivered under the Act any event occurs as a result of
which the Prospectus as then amended or supplemented with respect to such
Debt Securities would include an untrue statement of a material fact, or
omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading, or if it is necessary at any time to amend
or supplement the Registration Statement or the Prospectus to comply with
the Act, the Company promptly will prepare and file with the Commission an
amendment or supplement which will correct such statement or omission or
effect such compliance.
(c) Not later than 90 days after the end of the 12-month period
beginning at the end of the fiscal quarter of the Company during which the
Closing Date occurs, the Company will make generally available to its
securityholders an earnings statement covering such 12-month period which
will satisfy the provisions of Section 11(a) of the Act.
(d) The Company will furnish to the Representatives copies of the
Registration Statement (one of which, to be delivered to counsel for the
Underwriters, will be signed and include all exhibits), the Prospectus and
supplements relating to the Debt Securities, in each case as soon as
available and in such quantities as the Representatives reasonably request.
(e) The Company will use its best efforts to arrange for the
qualification of the Debt Securities for sale, and the determination of
their eligibility for investment, under the laws of such jurisdictions as
the Representatives reasonably designate and will diligently endeavor to
continue such qualifications in effect so long as required for the
distribution of the Debt Securities; provided, however, that the Company
shall not be required to register or qualify, or to maintain qualification,
as a foreign corporation nor, except as to matters and transactions
relating to the offer or sale of the Debt Securities, consent to service of
process generally in any state.
(f) The Company will pay all expenses incident to the performance of
its obligations under this Agreement, and will reimburse the
Representatives for any expenses (including fees and disbursements of
counsel) incurred by the Representatives in connection with qualification
of the Debt Securities for sale, and determination of their eligibility for
investment, under the laws of such jurisdictions as the Representatives
reasonably designate and the printing of memoranda relating thereto, for
any fees charged by investment rating agencies for the rating of the Debt
Securities and for reasonable expenses
2
<PAGE> 3
incurred in distributing preliminary prospectuses and the Prospectus
(including any amendments and supplements thereto) to the Underwriters.
(g) So long as any of the Debt Securities are outstanding, the Company
will furnish to the Representatives (i) as soon as practicable after the
end of each fiscal year, a copy of its annual report to stockholders for
such year, (ii) as soon as available, a copy of each report or definitive
proxy statement of the Company filed with the Commission under the
Securities Exchange Act of 1934 or mailed to stockholders, and (iii) from
time to time, such other information concerning the Company as the
Representatives may reasonably request. Upon request, the Company will
furnish to each of the other Underwriters copies of each annual report
referred to in clause (i) above.
5. Conditions of Obligations of the Underwriters. The obligations of the
Underwriters to purchase and pay for the Debt Securities will be subject to the
accuracy of the representations and warranties on the part of the Company
herein, to the accuracy of the statements of Company officers made pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions precedent:
(a) The Representatives shall have received a letter of KPMG Peat
Marwick, dated the Closing Date, in form and substance satisfactory to
them, with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Registration
Statement and the Prospectus. Such letter shall be in substantially the
form, and contain substantially the information, as those letters
heretofore furnished by KPMG Peat Marwick in connection with other
underwritten offerings by the Company.
(b) Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted, or to the
knowledge of the Company or the Representatives, shall be contemplated by
the Commission.
(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred any change, or any development involving a
prospective change, in or affecting particularly the business or properties
of the Company and its subsidiaries, taken as a whole, which, in the
judgment of a majority in interest of the Underwriters including the
Representatives, materially impairs the investment quality of the Debt
Securities.
(d) The Representatives shall have received an opinion of C. R.
Lotter, General Counsel of the Company, dated the Closing Date, to the
effect that:
(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Delaware, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus; and the Company is
duly qualified to do business as a foreign corporation in good standing
in all other jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification;
(ii) The Indenture has been duly authorized, executed and delivered
and has been duly qualified under the Trust Indenture Act; the Debt
Securities have been duly authorized, executed, authenticated, issued
and delivered and conform in all material respects to the description
thereof contained in the Prospectus; and the Indenture and the Debt
Securities constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;
(iii) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement in
connection with the issuance or sale of the Debt Securities by the
Company, except such as have been obtained and made under the Act and
the Trust Indenture Act and such as may be required under state
securities laws;
3
<PAGE> 4
(iv) The execution, delivery and performance of the Indenture and
this Agreement and the issuance and sale of the Debt Securities and
compliance with the terms and provisions thereof will not result in a
breach or violation of any of the terms and provisions of, or constitute
a default under, any statute, any rule, regulation or order of any
governmental agency or body or any court having jurisdiction over the
Company or any of its property or any agreement or instrument to which
the Company is a party or by which the Company is bound or to which any
of the property of the Company is subject, or the charter or by-laws of
the Company, and the Company has full power and authority to authorize,
issue and sell the Debt Securities as contemplated by this Agreement;
(v) The Registration Statement has become effective under the Act,
and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
pending under the Act; the Registration Statement and the Prospectus, as
of the date of this Agreement, comply as to form in all material
respects with the requirements of the Act, the Trust Indenture Act and
the Rules and Regulations; there has not been disclosed to such counsel
any information giving him reason to believe either that the
Registration Statement, as of such date, contained any untrue statement
of a material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus contains any untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; the
descriptions in the Registration Statement and the Prospectus of
statutes, legal and governmental proceedings and contracts and other
documents are accurate in all material respects and fairly present the
information required to be shown; and such counsel does not know of any
legal or governmental proceedings required to be described in the
Prospectus which are not described as required, nor of any contracts or
documents of a character required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement which are not described and filed as required; it
being understood that such counsel need express no opinion as to the
financial statements or other financial data contained in the
Registration Statement or the Prospectus; and
(vi) This agreement has been duly authorized, executed and
delivered by the Company.
(e) The Representatives shall have received from Sullivan & Cromwell,
counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to such of the matters stated in paragraph (d) hereof
and other related matters as the Representatives may reasonably require,
and the Company shall have furnished to such counsel such documents as they
reasonably request for the purpose of enabling them to pass upon such
matters.
(f) The Representatives shall have received a certificate of the
Chairman of the Board or any Vice President and a principal financial or
accounting officer of the Company, dated the Closing Date, in which such
officers, to the best of their knowledge after reasonable investigation,
shall state that the representations and warranties of the Company in this
Agreement are true and correct, that the Company has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date, that no stop order
suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or are
contemplated by the Commission, and that, subsequent to the date of the
most recent financial statements in the Prospectus, there has been no
material adverse change in the financial position or results of operations
of the Company and its subsidiaries, taken as a whole, except as set forth
or contemplated in the Prospectus or as described in such certificate.
The Company will furnish the Representatives with such conformed copies of
such opinions, certificates, letters and documents as the Representatives
reasonably request.
6. Indemnification. (a) The Company will indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of the Act against any losses, claims,
4
<PAGE> 5
damages or liabilities, joint or several, to which such Underwriter or such
controlling person may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, the Prospectus or
any amendment or supplement thereto (excluding any amendments or supplements
relating to securities which are not covered by this Agreement), or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and
will reimburse each Underwriter and each such controlling person for any legal
or other expenses reasonably incurred by such Underwriter or such controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made (i) in any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter for use therein, or (ii) in that part of the
Registration Statement constituting the Statement of Eligibility and
Qualification under the Trust Indenture Act (Form T-1) of the Trustee. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Underwriter will indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the Registration Statement
and each person, if any, who controls the Company within the meaning of the Act,
against any losses, claims, damages or liabilities to which the Company or any
such director, officer or controlling person may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus or any amendment or supplement thereto (excluding any
amendments or supplements relating to securities which are not covered by this
Agreement), or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Underwriter for use therein; and will reimburse
any legal or other expenses reasonably incurred by the Company or any such
director, officer or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which such Underwriter may
otherwise have.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there has been a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
(d) If recovery is not available under the foregoing indemnification
provisions of this Section, for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to
contribution for liabilities and expenses, except to the extent that
contribution is not permitted
5
<PAGE> 6
under Section 11(f) of the Act. In determining the amount of contribution to
which the respective parties are entitled, there shall be considered the
relative benefits received by each party from the offering of the Debt
Securities (taking into account the portion of the proceeds of the offering
realized by each), the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission and any other
equitable considerations appropriate under the circumstances. The Company and
the Underwriters agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation (even if the
Underwriters were treated as one entity for such purpose). No Underwriter or any
person controlling such Underwriter shall be obligated to make contribution
hereunder which in the aggregate exceeds the total public offering price of the
Debt Securities purchased by such Underwriter under this Agreement, less the
aggregate amount of any damages which such Underwriter and its controlling
persons have otherwise been required to pay in respect of the same claim or any
substantially similar claim. The Underwriters' obligations to contribute are
several in proportion to their respective underwriting obligations and not
joint.
7. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Debt Securities hereunder and the aggregate
principal amount of the Debt Securities which such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
principal amount of the Debt Securities, the Representatives may make
arrangements satisfactory to the Company for the purchase of such Debt
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall
be obligated severally, in proportion to their respective commitments hereunder,
to purchase the Debt Securities which such defaulting Underwriters agreed but
failed to purchase. If any Underwriter or Underwriters so default and the
aggregate principal amount of Debt Securities with respect to which such default
or defaults occur is more than 10% of the total principal amount of the Debt
Securities and arrangements satisfactory to the Representatives and the Company
for the purchase of such Debt Securities by other persons are not made within 36
hours after such default, this Agreement will terminate without liability on the
part of any non-defaulting Underwriter or the Company, except as provided in
Section 8 hereof. As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default.
8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties, and other statements of
the Company and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation,
or statement as to the results thereof, made by or on behalf of any Underwriter
or the Company or any of its officers or directors or any controlling person,
and will survive delivery of and payment for the Debt Securities. If this
Agreement is terminated pursuant to Section 7 hereof or if for any reason the
purchase of the Debt Securities by the Underwriters pursuant to this Agreement
is not consummated, the Company shall remain responsible for the expenses to be
paid or reimbursed by it pursuant to Section 4 hereof and the respective
obligations of the Company and the Underwriters pursuant to Section 6 hereof
shall remain in effect. If for any reason, the purchase of the Debt Securities
by the Underwriters is not consummated other than because of the termination of
this Agreement pursuant to Section 7, the Company will reimburse the
Underwriters for all out-of-pocket expenses (including fees and disbursements of
counsel) incurred by them in connection with the offering of the Debt
Securities.
9. Notices. All communications hereunder will be in writing and if sent to
the Underwriters will be mailed, delivered or telegraphed and confirmed to the
address first above written and if sent to the Company will be similarly sent,
if by mail, to P.O. Box 10001, Dallas, Texas 75301-0001 and if sent otherwise,
to 6501 Legacy Drive, Plano, Texas 75024-3698, Attention of the Secretary.
10. Successors. This Underwriting Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 6 hereof,
and no other person will have any right or obligation hereunder.
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<PAGE> 7
11. Representation of Underwriters. The Representatives will act for the
several Underwriters in connection with the offering of the Debt Securities, and
any action under this Agreement taken by you will be binding upon all the
Underwriters.
12. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicate hereof, whereupon it will
become a binding agreement between the Company and the several Underwriters in
accordance with its terms.
Very truly yours,
J. C. PENNEY COMPANY, INC.
By /s/ D. A. McKAY
Vice President and Treasurer
The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written.
CS FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
By CS FIRST BOSTON CORPORATION
By /s/ CAROLINE VAN SCHELTINGA
Vice President
Acting on behalf of itself and as
Representative of the several Underwriters.
7
<PAGE> 8
SCHEDULE A
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
6 7/8% NOTES 7 3/8% NOTES
UNDERWRITER DUE 1999 DUE 2004
- - - - --------------------------------------------------------- ------------------- -------------------
<S> <C> <C>
CS First Boston Corporation.............................. $ 56,250,000 $ 68,750,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................ 56,250,000 68,750,000
J.P. Morgan Securities Inc. ............................. 56,250,000 68,750,000
Morgan Stanley & Co. Incorporated........................ 56,250,000 68,750,000
-------------- --------------
Total.......................................... $225,000,000 $275,000,000
============== ==============
</TABLE>
8
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SCHEDULE B
DESCRIPTION OF DEBT SECURITIES
<TABLE>
<S> <C> <C>
Title of Securities: 6 7/8% Notes Due 7 3/8% Notes Due
1999 2004
Aggregate Principal Amount: $225,000,000 $275,000,000
Interest rate: 6.875% per annum 7.375% per annum
commencing commencing
June 15, 1994 June 15, 1994
Interest payment dates: December 15 and December 15 and
June 15 commencing June 15 commencing
December 15, 1994 December 15, 1994
Maturity date: June 15, 1999 June 15, 2004
Purchase price: 99.021% 98.830%
Initial public offering
price: 99.646% 99.480%
Dealers' concession: 0.375% 0.400%
Reallowance: 0.250% 0.250%
Redemption: Not redeemable Not redeemable
prior to maturity prior to maturity
</TABLE>
9
<PAGE> 1
EXHIBIT 4
<TABLE>
<S> <C> <C>
Certificate Number Principal Amount
$
Date Index Number
REGISTERED J. C. Penney Company, Inc. REGISTERED
6 7/8% NOTE 6 7/8% NOTE
DUE 1999 DUE 1999
J. C. PENNEY COMPANY, INC., a CUSIP 708160 BF 2
Delaware Corporation (hereinafter SEE REVERSE FOR CERTAIN DEFINITIONS
called the Company), for value
received, promises to pay to
6 7/8%
DUE 1999
or registered assigns, the principal sum of DOLLARS,
on June 15, 1999, and to pay interest on said principal sum, semiannually on June 15 and December 15 of each year,
at the rate of 6 7/8% per annum, from the June 15 or the December 15, as the case may be, next preceding the date
of this Note to which interest has been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has
been paid on the Notes, in which case from June 15, 1994, until the principal hereof becomes due and payable, and
at such rate on any overdue principal and (to the extent that the payment of such interest shall be legally
enforceable) on any overdue instalment of interest. Notwithstanding the foregoing, when there is no existing
default in the payment of interest on the Notes, if the date hereof is after a Regular Record Date, which shall be
the close of business on June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding
an Interest Payment Date, and before the next succeeding Interest Payment Date, this Note shall bear interest from
such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on
_________ _______
such Interest Payment Date, then this Note shall bear interest from the next preceding Interest Payment Date to
which interest has been paid or duly provided for, or if no interest has been paid on the Notes, from June 15, 1994.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the
Regular Record Date for such Interest Payment Date. The principal of and interest on this Note are payable in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts, at the agency or agencies maintained by the Company for such purpose; provided, however, that at the
_________ _______
option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register. Any interest not punctually paid or duly provided for shall be
payable as provided in the Indenture.
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
CERTIFICATE OF AUTHENTICATION ALTERNATE CERTIFICATE OF AUTHENTICATION
This is one of the 6 7/8% Notes Due This is one of the 6 7/8% Notes Due
1999 referred to in the within- 1999 referred to in the within-
mentioned Indenture. mentioned Indenture.
BANK OF AMERICA NATIONAL OR BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, TRUST AND SAVINGS ASSOCIATION,
as Trustee as Trustee
By By
CHEMICAL BANK
Authenticating Agent
By
Authorized Officer Authorized Officer
Reference is made to the further provisions of this Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth at this place.
Unless one of the certificates of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture, or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, J. C. PENNEY COMPANY, INC. has caused the execution hereof in its corporate
name by its duly authorized officers.
J. C. PENNEY COMPANY, INC.
By /s/ C.R. Lotter By /s/ W.R. Howell
_____________________ __________________________
Secretary Chairman of the Board
THIS NOTE IS TRANSFERABLE AT THE OFFICE OR AGENCY
OF THE COMPANY SHOWN ON THE REVERSE HEREOF.
</TABLE>
<PAGE> 3
PAGE 1
J. C. PENNEY COMPANY, INC.
6 7/8% NOTE DUE 1999
This Note is one of a duly authorized issue of unsecured debentures, notes
or other evidences of indebtedness of the Company (herein called the
"Securities") of the series hereinafter specified, all issued and to be issued
under an Indenture dated as of April 1, 1994 (herein called the "Indenture"),
between the Company and Bank of America National Trust and Savings Association,
Trustee (herein called the "Trustee", which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Securities, and
the terms upon which the Securities are, and are to be, authenticated and
delivered. The Securities, which are unlimited in aggregate principal amount,
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided. This Note is one of a series
of the Securities designated as the 6 7/8% Notes Due 1999 (herein called the
"Notes"), limited in aggregate principal amount to $225,000,000.
The Notes may not be redeemed prior to maturity.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register,
upon surrender of this Note for registration of transfer at one of the agencies
maintained by the Company for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar (if other than the Company) duly executed by the Holder
hereof or his attorney duly authorized in writing and thereupon one or more new
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees. The Notes are
issuable only as registered Notes without coupons in the denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture, Notes
are exchangeable for a like aggregate principal amount of Notes of different
authorized denominations, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the absolute owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
The Company, at any time or from time to time, may satisfy and fully
discharge its obligations with respect to any payment of principal or interest
due on
<PAGE> 4
the Notes by depositing in trust with the Trustee money or U.S. Government
Obligations (as defined in the Indenture) or a combination thereof in such
amounts as will provide, after giving effect in the case of U.S. Government
Obligations so deposited to the principal thereof and interest thereon when
due, no less than the dollar amount which the Company would have been required,
in respect of such payment, to segregate and hold in trust or deposit with the
Trustee; provided, however, that any such deposit shall not affect the rights
of the Holder of any Note to receive payments due on such Notes at the times
provided therein and in the Indenture. If such deposit is sufficient to make
all payments of (1) interest on the Notes prior to their redemption or
maturity, as the case may be, and (2) principal of and interest on the Notes
when due upon redemption or at maturity, as the case may be, all the
obligations of the Company under the Notes and the Indenture as it relates to
the Notes shall be discharged and terminated except as otherwise provided in
the Indenture.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of any series under the
Indenture at any time by the Company with the consent of the Holders of 66 2/3%
(unless a different percentage is specified with respect to any series of
Securities, in which case, as to such series, the percentage so specified) in
aggregate principal amount of the Outstanding Securities of each series
affected by any such amendment or modification. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all the Notes, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, places and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or interest on
this Note, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute, or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
<PAGE> 5
- - - - ------------------------------------------------------------------------------
ADM -- Administrator(s),
administratrix (ices)
COMM -- Committee(s)
CONS -- Conservator(s)
CUST -- Custodian
EST -- Estate
EX -- Executor(s)
executrix(ices)
FBO -- For the benefit of
GDN -- Guardian(s)
JT TEN -- As joint tenants with right
of survivorship and not
as tenants in common
TEN COM -- As tenants in common
TEN ENT -- As tenants by the entireties
TR -- Trustee(s)
UA -- Under agreement
UNIF GIFT -- Uniform Gifts to
MIN ACT -- Minors Act
UW -- Under last will and
testament
- - - - ------------------------------------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Please print or typewrite name and address including postal zip code of _______
assignee the within Note and all rights thereunder, hereby irrevocably
constituting and appointing ______________ attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.
Dated:
Signed:
<PAGE> 6
THIS NOTE IS TRANSFERABLE AT:
Chemical Bank
55 Water Street
2nd Floor
New York, New York 10041
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the within
instrument in every particular, without alteration or
enlargement or any change whatever.
<PAGE> 7
PAGE 1
LOT 2
Certificate Number Principal Amount
$
Date Index Number
REGISTERED J. C. Penney Company, Inc. REGISTERED
7 3/8% NOTE 7 3/8% NOTE
DUE 2004 DUE 2004
J. C. PENNEY COMPANY, INC., a CUSIP 708160 BG 0
Delaware Corporation (hereinafter SEE REVERSE FOR CERTAIN DEFINITIONS
called the Company), for value
received, promises to pay to
7 3/8%
DUE 2004
or registered assigns, the principal sum of DOLLARS,
on June 15, 2004, and to pay interest on said principal sum, semiannually on
June 15 and December 15 of each year, at the rate of 7 3/8% per annum, from
the June 15 or the December 15, as the case may be, next preceding the date of
this Note to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for, in
which case from the date of this Note, or unless no interest has been paid on
the Notes, in which case from June 15, 1994, until the principal hereof
becomes due and payable, and at such rate on any overdue principal and (to the
extent that the payment of such interest shall be legally enforceable) on any
overdue instalment of interest. Notwithstanding the foregoing, when there is
no existing default in the payment of interest on the Notes, if the date
hereof is after a Regular Record Date, which shall be the close of business on
June 1 or December 1 (whether or not a Business Day), as the case may be, next
preceding an Interest Payment Date, and before the next succeeding Interest
Payment Date, this Note shall bear interest from such Interest Payment Date;
provided, however, that if the Company shall default in the payment of
_________ _______
interest due on such Interest Payment Date, then this Note shall bear interest
from the next preceding Interest Payment Date to which interest has been paid
or duly provided for, or if no interest has been paid on the Notes, from June
15, 1994. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the Regular Record Date for such Interest Payment Date. The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts, at the agency or agencies maintained by
the Company for such purpose; provided, however, that at the option of the
_________ _______
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Any interest not punctually paid or duly provided for shall be payable as
provided in the Indenture.
<PAGE> 8
CERTIFICATE OF AUTHENTICATION ALTERNATE CERTIFICATE OF AUTHENTICATION
This is one of the 7 3/8% Notes This is one of the 7 3/8% Notes Due 2004
Due 2004 referred to in the referred to in the within-mentioned
within-mentioned Indenture. Indenture.
BANK OF AMERICA NATIONAL OR BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, TRUST AND SAVINGS
ASSOCIATION,
as Trustee as Trustee
By By
CHEMICAL BANK
Authenticating Agent
By
Authorized Officer Authorized Officer
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth at
this place.
Unless one of the certificates of authentication hereon has been executed
by or on behalf of the Trustee by manual signature, this Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, J. C. PENNEY COMPANY, INC. has caused the execution
hereof in its corporate name by its duly authorized officers.
J. C. PENNEY COMPANY, INC.
By /s/ C.R. Lotter By /s/ W.R. Howell
____________________ ________________________
Secretary Chairman of the Board
THIS NOTE IS TRANSFERABLE AT THE OFFICE OR AGENCY OF THE COMPANY SHOWN ON THE
REVERSE HEREOF.
<PAGE> 9
PAGE 1
LOT 2
J. C. PENNEY COMPANY, INC.
7 3/8% NOTE DUE 2004
This Note is one of a duly authorized issue of unsecured debentures, notes
or other evidences of indebtedness of the Company (herein called the
"Securities") of the series hereinafter specified, all issued and to be issued
under an Indenture dated as of April 1, 1994 (herein called the "Indenture"),
between the Company and Bank of America National Trust and Savings Association,
Trustee (herein called the "Trustee", which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Securities, and
the terms upon which the Securities are, and are to be, authenticated and
delivered. The Securities, which are unlimited in aggregate principal amount,
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and Events of Default and
may otherwise vary as in the Indenture provided. This Note is one of a series
of the Securities designated as the 7 3/8% Notes Due 2004 (herein called the
"Notes"), limited in aggregate principal amount to $275,000,000.
The Notes may not be redeemed prior to maturity.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register,
upon surrender of this Note for registration of transfer at one of the agencies
maintained by the Company for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar (if other than the Company) duly executed by the Holder
hereof or his attorney duly authorized in writing and thereupon one or more new
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in the
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, Notes are exchangeable for a like aggregate principal amount of
Notes of different authorized denominations, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the absolute owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
The Company, at any time or from time to time, may satisfy and fully
discharge its obligations with respect to any payment of principal or interest
due on
<PAGE> 10
the Notes by depositing in trust with the Trustee money or U.S. Government
Obligations (as defined in the Indenture) or a combination thereof in such
amounts as will provide, after giving effect in the case of U.S. Government
Obligations so deposited to the principal thereof and interest thereon when
due, no less than the dollar amount which the Company would have been required,
in respect of such payment, to segregate and hold in trust or deposit with the
Trustee; provided, however, that any such deposit shall not affect the rights
of the Holder of any Note to receive payments due on such Notes at the times
provided therein and in the Indenture. If such deposit is sufficient to make
all payments of (1) interest on the Notes prior to their redemption or
maturity, as the case may be, and (2) principal of and interest on the Notes
when due upon redemption or at maturity, as the case may be, all the
obligations of the Company under the Notes and the Indenture as it relates to
the Notes shall be discharged and terminated except as otherwise provided in
the Indenture.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of any series under the
Indenture at any time by the Company with the consent of the Holders of 66 2/3%
(unless a different percentage is specified with respect to any series of
Securities, in which case, as to such series, the percentage so specified) in
aggregate principal amount of the Outstanding Securities of each series
affected by any such amendment or modification. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all the Notes, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, places and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or interest on
this Note, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute, or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
<PAGE> 11
ADM -- Administrator(s),
administratrix (ices)
COMM -- Committee(s)
CONS -- Conservator(s)
CUST -- Custodian
EST -- Estate
EX -- Executor(s)
executrix(ices)
FBO -- For the benefit of
GDN -- Guardian(s)
JT TEN -- As joint tenants with right
of survivorship and not
as tenants in common
TEN COM -- As tenants in common
TEN ENT -- As tenants by the entireties
TR -- Trustee(s)
UA -- Under agreement
UNIF GIFT -- Uniform Gifts to
MIN ACT -- Minors Act
UW -- Under last will and
testament
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
Please print or typewrite name and address including postal zip code of _______
assignee the within Note and all rights thereunder, hereby irrevocably
constituting and appointing ____________________ attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.
Dated:
Signed:
<PAGE> 12
THIS NOTE IS TRANSFERABLE AT:
Chemical Bank
55 Water Street
2nd Floor
New York, New York 10041
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
<PAGE> 1
EXHIBIT 5
June 15, 1994
Board of Directors
J. C. Penney Company, Inc.
6501 Legacy Drive
Plano, Texas 75024-3698
Dear Sirs:
As General Counsel of J. C. Penney Company, Inc., a Delaware
corporation ("Company"), I am familiar with the Restated Certificate of
Incorporation of the Company, as amended, and its by-laws, as amended.
I am also familiar with the corporate proceedings taken in connection
with the sale of $225,000,000 aggregate principal amount of 6 7/8% Notes Due
1999, and $275,000,000 aggregate principal amount of 7 3/8% Notes Due 2004
(collectively, "Debt Securities") to be issued under an Indenture dated as of
April 1, 1994 ("Indenture"), between the Company and Bank of America National
Trust and Savings Association, Trustee, which Indenture relates to the issuance
and sale from time to time of debt securities, each series of which is to be
offered on terms to be determined at the time of sale. I have examined
Registration Statement No. 33-53275 ("Registration Statement") filed by the
Company on Registration Form S-3 with the Securities and Exchange Commission
("Commission") on April 26, 1994, which became effective on April 29, 1994 for
the registration under the Securities Act of 1933, as amended ("Act"), of
$1,500,000,000 aggregate principal amount of debt securities (all of which debt
securities may be offered with warrants to purchase debt securities ) to be
made on a continuous or delayed basis pursuant to the provisions of Rule 415.
I have also examined a Prospectus Supplement dated June 7, 1994 (to the
Prospectus dated April 29, 1994 which was included in the Registration
Statement) relating to the Debt Securities in the form filed with the
Commission pursuant Rule 424(b)(5) and such other documents and records as I
have deemed appropriate for the purpose of this opinion.
Based upon the foregoing, I am of opinion as follows:
(i) The execution and delivery of the Indenture and the issuance
and sale of the Debt Securities have been validly authorized by the
Company and the Indenture constitutes a valid and binding obligation
of the Company in accordance with its terms subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
<PAGE> 2
(ii) The Debt Securities, when duly executed on behalf of the
Company, authenticated by or on behalf of the Trustee, and sold by the
Company will be validly issued and will constitute valid and binding
obligations of the Company in accordance with their terms and the
terms of the Indenture, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability affecting creditors' rights and to general equity
principles.
I hereby consent to the reference to me under the heading "Validity of
Securities" in the Prospectus included in said Registration Statement and in
the heading "Validity of Notes" in the Prospectus Supplement.
Very truly yours,
/s/ C. R. LOTTER
C. R. Lotter
General Counsel
