<PAGE>
CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
J. C. PENNEY COMPANY, INC.
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(Name of Issuer)
Common Stock of 50 cents par value
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(Title of Class of Securities)
708160106
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(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))
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CUSIP No.708160106 13G Page 2 of 6 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Savings, Profit-Sharing and Stock Ownership Plan of J.C. Penney
Company, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable
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5. SOLE VOTING POWER
NUMBER OF
-0-. See Item 4 (c).
SHARES
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 28,421,426. See Item 4 (c).
EACH -----------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
REPORTING
-0-. See Item 4 (c).
PERSON
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WITH 8. SHARED DISPOSITIVE POWER
28,421,426. See Item 4 (c).
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,421,426. See Item 4 (c).
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.67%. See Item 4 (b).
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12. TYPE OF REPORTING PERSON*
EP
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Page 3 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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:
12700 Park Central Place, 12th Floor, Dallas, Texas 75251
mailing address, P.O.Box 2405, Dallas, Texas 75221-2405
Item 2(c) Citizenship:
Delaware
Item 2(d) Title of Class of Securities:
Common Stock of 50 cents 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: 28,421,426 shares. (See Item
4(c)).
(b) Percent of Class: 11.67%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 0.
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Page 4 of 6 Pages
(ii) shared power to vote or to direct the vote -28,421,426. 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 50 cents 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 -
28,421,426. (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
transferred in accordance with any other offer during the
preceding twelve months plus the
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Page 5 of 6 Pages
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 Plan 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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Page 6 of 6 Pages
Signature.
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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, 1996
/S/ F. L. Wasserman
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Signature
F. L. Wasserman, Benefits Controller
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Name/Title
