SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
J. C. PENNEY COMPANY, INC.
(Name of Issuer)
Common Stock of $0.50 par value
(Title of Class of Securities)
708160106
(CUSIP Number)
Check the following box if a fee is being paid with this statement { }.
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.
The information required in 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).
(Continued on following page(s))<PAGE>
<PAGE>2
CUSIP No. 708160106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney
Company, Inc.
2. CHECK THE APPROPRIATE BOX IF A NUMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
NUMBER OF -0-. See Item 4(c).
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 27,834,983. See Item 4(c).
EACH
REPORTING 7. SOLE DISPOSSITIVE POWER
PERSON -0-. See Item 4(c).
WITH
8. SHARED DISPOSITIVE POWER
27,834,983. See Item 4(c).
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,834,983. See Item 4(c).
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.80%. See Item 4(b).
12. TYPE OF REPORTING PERSON*
EP<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Item 1(a) Name of Issuer:
J. C. PENNEY COMPANY, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
6501 Legacy Drive, Plano, Texas 75024-3698
Item 2(a) Name of Person Filing:
Savings, Profit-Sharing and Stock Ownership Plan of
J. C. Penney Company, Inc.
Item 2(b) Address of Principal Business Office:
6501 Legacy Drive, Plano, Texas 75024-3698
mailing address, P. O. Box 10001, Dallas, Texas 75265-9000
Item 2(c) Citizenship:
Delaware
Item 2(d) Title of Class of Securities:
Common Stock of $0.50 par value
(Series B ESOP Convertible Preferred Stock ("ESOP Preferred
Stock") - each share being convertible into 10 shares of
Common Stock ("ESOP Preferred Common Stock Equivalent"))
Item 2(e) CUSIP No. 708160106
Item 3 If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(f) [x] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund.
Item 4 Ownership.
(a) Amount Beneficially Owned: 27,834,983 shares. (See Item 4(c)).
(b) Percent of Class: 10.80%.
(c) Number of shares as to which such person has:
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(i) sole power to vote or to direct the vote - 0.
(ii) shared power to vote or to direct the vote -27,834,983.
Each of the issuer's employees who is a Savings, Profit-
Sharing and Stock Ownership Plan ("Plan") participant and
who has been allocated shares under the Plan ("Allocated
Stock") is entitled to instruct the trustee ("Trustee") of
the Plan (State Street Bank and Trust Company) on how to
vote the shares of Common Stock of $0.50 par value of the
issuer ("Penney Stock") and the ESOP Preferred Common Stock
Equivalent shares credited to such participant's accounts
under the Plan plus an allocable portion of all Allocated
Stock for which no direction has been received and/or
shares not credited to any participant's account
("Unallocated/Undirected Stock"). The Trustee is obligated
to vote such Allocated Stock and Unallocated/Undirected
Stock as instructed, and to vote any Unallocated/Undirected
Stock for which it has not received voting instructions
from the participants, but only in the same manner and
proportion as the voting of participants who gave timely
voting instructions with respect thereto.
(iii) sole power to dispose or to direct the disposition of - 0.
(iv) shared power to dispose or to direct the disposition of -
27,834,983. (A) In the event of any offer (including but
not limited to a tender or exchange offer within the
meaning of the Securities Exchange Act of 1934, as amended)
for shares of Penney Stock or ESOP Preferred Stock, each
Plan participant may direct the Trustee to accept or reject
the offer or to tender or not tender the shares of Penney
Stock and the ESOP Preferred Stock Common Stock Equivalent
credited to such participant's accounts under the Plan,
plus an allocable portion of all Unallocated/Undirected
Stock. The Trustee shall be obligated to follow all such
directions which are timely received. The Trustee is to
decide whether or not to accept or reject an offer or to
tender or not to tender shares of Penney Stock or ESOP
Preferred Stock, as the case may be, pursuant to an offer
only if the sum of the number of shares it sold, exchanged or
<PAGE>5
transferred in accordance with any other offer during
the preceding twelve months plus the number of shares
subject to an outstanding offer is fewer than 10% of the
total number of shares held by the Plan. (B) Although the
Trustee does not normally trade shares of Penney Stock or
ESOP Preferred Stock held by it, under certain
circumstances a participant may give instructions regarding
his or her accounts which may result in the sale or
transfer of certain shares by the Trustee.
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
The filing person maintains a trust which holds shares of Penney
Stock and ESOP Preferred Stock (See Item 2(d) above) for the
benefit of current and certain former employees of the issuer
who are participants in the Plan. Participants in the Plan have
the right upon termination, pursuant to the terms of the Plan,
to the vested shares of Penney Stock (including converted ESOP
Preferred Stock), or to the proceeds of the sale of shares of
Penney Stock (including converted ESOP Preferred Stock).
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
Not applicable
The filing of this statement shall not be construed as an admission that
the Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney
Company, Inc. is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of
any securities covered by this statement.
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By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: February 9, 1994
Signature
/s/ Anthony J. Dennigan
Anthony J. Dennigan
Benefits Operations Manager
