<PAGE> 1
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 (Date of earliest event reported) - August 14, 1996
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-777 13-5583779
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
6501 Legacy Drive
Plano, Texas 75024-3698
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (214) 431-1000
<PAGE> 2
Item 5. Other Events.
On August 14, 1996, 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) $200,000,000 aggregate principal amount of its 7 3/8% Notes Due 2008 (the
"7 3/8% Notes") at a price to the public of 99.959% of the principal amount
thereof, (b) $200,000,000 aggregate principal amount of its 7.65% Debentures
Due 2016 (the "7.65% Debentures") at a price to the public of 100% of the
principal amount thereof, and (c) $200,000,000 aggregate principal amount of
its 6.90% Debentures Due 2026 (the "6.90% Debentures") at a price to the public
of 100% of the principal amount thereof (the 7 3/8% Notes, the 7.65%
Debentures, and the 6.90% Debentures herein collectively called the "Debt
Securities"). The closing of the sale was held on August 19, 1996. The Debt
Securities are being issued pursuant to Registration Statement No. 333-06883,
which was filed with the Securities and Exchange Commission (the "Commission")
on June 26, 1996 and became effective on July 2, 1996, and the Prospectus dated
July 2, 1996, as supplemented by the Prospectus Supplement dated August 14,
1996, which were filed with the Commission on August 16, 1996. Pursuant to the
Registration Statement, debt securities were registered for offering under the
Securities Act of 1933, as amended, 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 August 14, 1996).
4(a) Form of 7 3/8% Note.
4(b) Form of 7.65% Debenture.
4(c) Form of 6.90% Debenture.
5 Opinion of C. R. Lotter with respect to the validity
of the Debt Securities.
<PAGE> 3
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: August 21, 1996
<PAGE> 4
Exhibit Index
Exhibit
Number Description
- ------- -----------
1 Underwriting Agreement among J. C. Penney Company,
Inc. and the Underwriters (dated August 14, 1996).
4(a) Form of 7 3/8% Note.
4(b) Form of 7.65% Debenture.
4(c) Form of 6.90% Debenture.
5 Opinion of C. R. Lotter with respect to the validity
of the Debt Securities.
<PAGE> 1
EXHIBIT 1
[CONFORMED COPY]
J. C. PENNEY COMPANY, INC.
UNDERWRITING AGREEMENT
August 14, 1996
CS FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
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
First Trust of California, National Association, Successor Trustee to Bank of
America National Trust and Savings Association (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 the several Underwriters that:
(a) A registration statement (No. 333-06883), 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, at the purchase prices set forth in Schedule B hereto, plus
accrued interest, if any, from August 19, 1996 to the
<PAGE> 2
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 Underwriters, at the
office of The Chase Manhattan Bank, 450 West 33rd Street, Tenth Floor, New York,
New York 10001, Attention: Oswaldo Orozco, against payment of the purchase price
by wire transfer to an account previously designated to CS First Boston
Corporation ("CS First Boston") by the Company at a bank acceptable to CS First
Boston or by official bank check or checks in federal reserve (same 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 August 19, 1996 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 Underwriters and the Company, in fully registered form, in such
denominations and registered in such names as the Underwriters request, and will
be made available for checking and packaging at the above office of The Chase
Manhattan 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 Underwriters 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 Underwriters 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 Underwriters 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 Underwriters 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 Underwriters
for any expenses (including fees and disbursements of counsel) incurred by
the Underwriters 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 Underwriters 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 incurred in
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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 Underwriters (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 Underwriters may
reasonably request.
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 Underwriters shall have received a letter of KPMG Peat Marwick
LLP, 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 LLP 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 Underwriters, 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, materially impairs
the investment quality of the Debt Securities.
(d) The Underwriters 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;
(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
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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 bylaws 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) Based solely on telephonic confirmation from the Commission,
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 Underwriters shall have received from Dewey Ballantine,
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 Underwriters 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 Underwriters shall have received a certificate of the Vice
Chairman of the Board and Chief Executive Officer 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 Underwriters with such conformed copies of
such opinions, certificates, letters and documents as the Underwriters
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, 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
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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 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
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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, CS First Boston 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 CS First Boston 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 c/o CS
First Boston, Attention: Investment Banking Department -- Transactions Advisory
Group 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.
11. Representation of Underwriters. CS First Boston, as representative,
will act for the several Underwriters in connection with the offering of the
Debt Securities, and any action under this Agreement taken by the Underwriters
jointly or by CS First Boston will be binding upon all the Underwriters.
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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/ ROBERT B. CAVANAUGH
--------------------------------
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/ DAVID RUSSELL
------------------------------
Managing Director
Acting on behalf of itself and as
representative of the several Underwriters.
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SCHEDULE A
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
OF 7 3/8% NOTES 7.65% DEBENTURES 6.90% DEBENTURES
UNDERWRITER DUE 2008 DUE 2016 DUE 2026
----------- ---------------- ------------------- -------------------
<S> <C> <C> <C>
CS First Boston Corporation.............. $ 50,000,000 $ 50,000,000 $ 50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................ 50,000,000 50,000,000 50,000,000
J.P. Morgan Securities Inc. ............. 50,000,000 50,000,000 50,000,000
Morgan Stanley & Co. Incorporated........ 50,000,000 50,000,000 50,000,000
------------ ------------- -------------
Total.......................... $200,000,000 $ 200,000,000 $ 200,000,000
============ ============= =============
</TABLE>
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SCHEDULE B
DESCRIPTION OF DEBT SECURITIES
<TABLE>
<S> <C> <C> <C>
Title of Securities: 7 3/8% Notes Due 2008 7.65% Debentures Due 2016 6.90% Debentures Due 2026
Aggregate Principal $200,000,000 $200,000,000 $200,000,000
Amount:
Interest rate: 7 3/8% per annum 7.65% per annum commencing 6.90% per annum commencing
commencing August 19, August 19, 1996 August 19, 1996
1996
Interest payment February 15 and February 15 and August 15 February 15 and August 15
dates: August 15 commencing commencing February 15, commencing February 15,
February 15, 1997 1997 1997
Maturity date: August 15, 2008 August 15, 2016 August 15, 2026
Purchase price: 99.284% 99.125% 99.375%
Initial public 99.959% 100% 100%
offering price:
Dealers' concession: .40% .50% .375%
Reallowance: .25% .25% .25%
Redemption: Not redeemable prior Not redeemable prior to Not redeemable prior to
to maturity maturity maturity
Optional Repayment: None None Repayment may be required
at the option of the
holder on August 15, 2003
at 100% of the principal
amount thereof, together
with accrued and unpaid
interest to August 15,
2003
</TABLE>
9
<PAGE> 1
Exhibit 4(a)
Certificate Number Principal Amount
R $
Date Index Number
REGISTERED REGISTERED
7 3/8% NOTE J. C. PENNEY COMPANY, INC. 7 3/8% NOTE
DUE 2008 DUE 2008
J. C. PENNEY COMPANY, INC., a CUSIP 708160 BH 8
Delaware Corporation (hereinafter SEE REVERSE FOR CERTAIN DEFINITIONS
called the Company), for value
received, promises to pay to
7 3/8%
DUE 2008
or registered assigns, the principal sum of DOLLARS,
on August 15, 2008, and to pay interest on said principal sum, semiannually
on February 15 and August 15 of each year, at the rate of 7 3/8% per annum,
from the February 15 or the August 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 August 19, 1996, 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 February 1 or August 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 August 19, 1996. 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,
<PAGE> 2
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.
CERTIFICATE OF AUTHENTICATION
This is one of the 7 3/8% Notes Due 2008 referred to in the within-mentioned
Indenture.
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Trustee
By
---------------------------------
Authorized Officer
OR
ALTERNATE CERTIFICATE OF AUTHENTICATION
This is one of the 7 3/8% Notes Due 2008 referred to in the within-mentioned
Indenture.
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Trustee
By
---------------------------------
THE CHASE MANHATTAN BANK
Authenticating Agent
By
---------------------------------
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> 3
J. C. PENNEY COMPANY, INC.
7 3/8% NOTE DUE 2008
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 First Trust of
California, National 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), may be subject to
different sinking, purchase or analogous funds (if any) at different rates,
may be subject to different redemption provisions (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 2008 (herein called the "Notes"), limited in aggregate
principal amount to $200,000,000.
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.
<PAGE> 4
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 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
<PAGE> 5
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.
<TABLE>
<S> <C>
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
</TABLE>
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:
-------------------------------
THIS NOTE IS TRANSFERABLE AT:
The Chase Manhattan 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 4(b)
Certificate Number Principal Amount
R $
Date Index Number
REGISTERED REGISTERED
7.65% DEBENTURE 7.65% DEBENTURE
DUE 2016 DUE 2016
J. C. PENNEY COMPANY, INC.
CUSIP 708160 BJ 4
SEE REVERSE FOR CERTAIN DEFINITIONS
J. C. PENNEY COMPANY, INC., a
Delaware Corporation (hereinafter
called the Company), for value
received, promises to pay to
7.65%
DUE 2016
or registered assigns, the principal sum of DOLLARS,
on August 15, 2016, and to pay interest on said principal sum, semiannually
on February 15 and August 15 of each year, at the rate of 7.65% per annum,
from the February 15 or the August 15, as the case may be, next preceding the
date of this Debenture 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 Debenture, or unless no
interest has been paid on the Debentures, in which case from August 19, 1996,
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 Debentures, if the date hereof is after a Regular
Record Date, which shall be the close of business on February 1 or August 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 Debenture shall bear interest from such Interest Payment Date; PROVIDED,
<PAGE> 2
HOWEVER, that if the Company shall default in the payment of interest due on
such Interest Payment Date, then this Debenture 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 Debentures, from August
19, 1996. 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 Debenture (or one or more Predecessor
Debentures) is registered at the Regular Record Date for such Interest
Payment Date. The principal of and interest on this Debenture 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.
CERTIFICATE OF AUTHENTICATION
This is one of the 7.65% Debentures Due 2016 referred to in the within-mentioned
Indenture.
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Trustee
By
-------------------------------
Authorized Officer
OR
ALTERNATE CERTIFICATE OF AUTHENTICATION
This is one of the 7.65% Debentures Due 2016 referred to in the within-mentioned
Indenture.
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Trustee
By
---------------------------------
THE CHASE MANHATTAN BANK
Authenticating Agent
By
-------------------------------
Authorized Officer
Reference is made to the further provisions of this Debenture 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 Debenture 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 DEBENTURE IS TRANSFERABLE AT THE OFFICE OR AGENCY OF THE COMPANY SHOWN ON
THE REVERSE HEREOF.
<PAGE> 3
J. C. PENNEY COMPANY, INC.
7.65% DEBENTURE DUE 2016
This Debenture 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 First Trust of California, National 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 Debenture is one of a series of the Securities designated as the 7.65%
Debentures Due 2016 (herein called the "Debentures"), limited in aggregate
principal amount to $200,000,000.
The Debentures may not be redeemed prior to maturity.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debenture may be registered on the Security
Register, upon surrender of this Debenture 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 Debentures, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Debentures are issuable only as registered Debentures without coupons
in the denominations of $1,000 and any integral multiple thereof. As provided
in the Indenture, Debentures are exchangeable for a like aggregate principal
amount of Debentures 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.
<PAGE> 4
Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Debenture 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 Debenture 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 the Debentures 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 Debenture to receive
payments due on such Debentures at the times provided therein and in the
Indenture. If such deposit is sufficient to make all payments of (1) interest
on the Debentures prior to their redemption or maturity, as the case may be,
and (2) principal of and interest on the Debentures when due upon redemption
or at maturity, as the case may be, all the obligations of the Company under
the Debentures and the Indenture as it relates to the Debentures shall be
discharged and terminated except as otherwise provided in the Indenture.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of all the Debentures 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 Debentures at the time Outstanding, on behalf of the
Holders of all the Debentures, 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 Debenture shall be conclusive and binding upon such Holder and upon all
future Holders of this Debenture and of any Debenture 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
Debenture. No reference herein to the Indenture and no provision of this
Debenture 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 Debenture 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 Debenture, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
<PAGE> 5
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 Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
<TABLE>
<S> <C>
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
</TABLE>
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 Debenture and all rights thereunder, hereby irrevocably
constituting and appointing
- ------------------------------------------------------------------- attorney
to transfer said Debenture on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------------------
Signed:
----------------------------------
THIS DEBENTURE IS TRANSFERABLE AT:
The Chase Manhattan 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 4(c)
Certificate Number Principal Amount
R $
Date Index Number
REGISTERED REGISTERED
6.90% DEBENTURE 6.90% DEBENTURE
DUE 2026 DUE 2026
J. C. PENNEY COMPANY, INC.
CUSIP 708160 BK 1
SEE REVERSE FOR CERTAIN DEFINITIONS
J. C. PENNEY COMPANY, INC., a
Delaware Corporation (hereinafter
called the Company), for value
received, promises to pay to
6.90%
DUE 2026
or registered assigns, the principal sum of DOLLARS,
on August 15, 2026, and to pay interest on said principal sum, semiannually
on February 15 and August 15 of each year, at the rate of 6.90% per annum,
from the February 15 or the August 15, as the case may be, next preceding the
date of this Debenture 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 Debenture, or unless no
interest has been paid on the Debentures, in which case from August 19, 1996,
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 Debentures, if the date hereof is after a Regular
Record Date, which shall be the close of business on February 1 or August 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 Debenture shall bear interest from such Interest Payment Date; PROVIDED,
<PAGE> 2
HOWEVER, that if the Company shall default in the payment of interest due on
such Interest Payment Date, then this Debenture 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 Debentures, from August
19, 1996. 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 Debenture (or one or more Predecessor
Debentures) is registered at the Regular Record Date for such Interest
Payment Date. The principal of and interest on this Debenture 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.
CERTIFICATE OF AUTHENTICATION
This is one of the 6.90% Debentures Due 2026 referred to in the within-mentioned
Indenture.
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Trustee
By
-------------------------------
Authorized Officer
OR
ALTERNATE CERTIFICATE OF AUTHENTICATION
This is one of the 6.90% Debentures Due 2026 referred to in the within-mentioned
Indenture.
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Trustee
By
---------------------------------
THE CHASE MANHATTAN BANK
Authenticating Agent
By
---------------------------------
Authorized Officer
Reference is made to the further provisions of this Debenture 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 Debenture 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 DEBENTURE IS TRANSFERABLE AT THE OFFICE OR AGENCY OF THE COMPANY SHOWN ON
THE REVERSE HEREOF.
<PAGE> 3
J. C. PENNEY COMPANY, INC.
6.90% DEBENTURE DUE 2026
This Debenture 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 First Trust of California, National 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 Debenture is one of a series of the Securities designated as the 6.90%
Debentures Due 2026 (herein called the "Debentures"), limited in aggregate
principal amount to $200,000,000.
The Debentures may not be redeemed prior to maturity.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debenture may be registered on the Security
Register, upon surrender of this Debenture 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 Debentures, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Debentures are issuable only as registered Debentures without coupons
in the denominations of $1,000 and any integral multiple thereof. As provided
in the Indenture, Debentures are exchangeable for a like aggregate principal
amount of Debentures 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.
<PAGE> 4
Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Debenture 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 Debenture be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Company may satisfy and fully discharge its obligations with respect
to any payment of principal or interest due on the Debentures 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 Debenture to receive payments due on such Debentures at the
time provided therein and in the Indenture; and provided further that no such
payment shall be made prior to August 15, 2003. If such deposit is
sufficient to make all payments of (1) interest on the Debentures prior to
their redemption or maturity, as the case may be, and (2) principal of and
interest on the Debentures when due upon redemption or at maturity, as the
case may be, all the obligations of the Company under the Debentures and the
Indenture as it relates to the Debentures shall be discharged and terminated
except as otherwise provided in the Indenture.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of all the Debentures 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 Debentures at the time Outstanding, on behalf of the
Holders of all the Debentures, 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 Debenture shall be conclusive and binding upon such Holder and upon
all future Holders of this Debenture and of any Debenture 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
Debenture. No reference herein to the Indenture and no provision of this
Debenture 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 Debenture 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 Debenture, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any Indenture
<PAGE> 5
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 Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Optional Repayment. The registered Holder of this Debenture may elect to
have the Debenture, or any portion of the principal amount hereof that is an
integral multiple of $1,000, repaid on August 15, 2003 at 100% of the
principal amount thereof, together with accrued and unpaid interest to August
15, 2003. The Holder shall exercise this repayment option by delivering this
Debenture with the "Option to Elect Repayment on August 15, 2003", below,
completed. In order for such an election to be effective, the Company must
receive such election at its office or agency in New York, New York, during
the period beginning on June 15, 2003 and ending at 5:00 p.m. (New York City
time) on July 15, 2003 (or if July 15, 2003 is not a Business Day, the next
succeeding Business Day). Any such election received by the Company during
the period beginning on June 15, 2003 and ending at 5:00 p.m. (New York City
time) on July 15, 2003 (or, if July 15, 2003 is not a Business Day, the next
succeeding Business Day) shall be irrevocable. The repayment option may be
exercised by the Holder of the Debenture for less than the entire principal
amount of the Debenture, so long as the principal amount that is to be repaid
is equal to $1,000 or an integral multiple of $1,000. All questions as to the
validity, form, eligibility (including time of receipt) and acceptance of any
Debenture for repayment will be determined by the Company, whose determination
will be final and binding. As used herein, the term "Business Day", means a
day on which federally chartered banks located in New York, New York are
required or authorized to open for business (other than a Saturday or Sunday)
under the laws of the United States.
OPTION TO ELECT REPAYMENT ON AUGUST 15, 2003
I or we hereby irrevocably elect to exercise the option to have the principal
sum of
-----------------------------------------------------------------------,
(Please insert principal amount as to which repayment is elected)
together with accrued and unpaid interest thereon to August 15, 2003, repaid
by the Company on August 15, 2003. If less than the entire principal amount
of the Debenture is to be repaid, specify the denomination or denominations
(which shall be in authorized denominations) of the Debentures to be issued
to the Holder for the portion of the within Debenture not being repaid (in
the absence of any such specification, one such Debenture will be issued for
the portion not being repaid):
- -----------------------------------------------------------------------------
Dated:
----------------------------------------------------------------------
Signed:
----------------------------------------------------------------------
(Sign exactly as name appears on the other side of this Debenture)
Signature Guarantee:
- -----------------------------------------------------------------------------
(Signature must be an eligible institution within the meaning of Rule
17A(d)-15 under the Securities Exchange Act of 1934, as amended)
<PAGE> 6
<TABLE>
<S> <C>
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
</TABLE>
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 Debenture and all rights thereunder, hereby irrevocably
constituting and appointing
- -------------------------------------------------------------------- attorney
to transfer said Debenture on the books of the Company, with full power of
substitution in the premises.
Dated:
------------------------------------
Signed:
-----------------------------------
THIS DEBENTURE IS TRANSFERABLE AT:
The Chase Manhattan 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
August 19, 1996
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 and its Bylaws, as amended.
I am also familiar with the corporate proceedings taken in connection
with the sale of $200,000,000 aggregate principal amount of 7 3/8% Notes Due
2008, $200,000,000 aggregate principal amount of 7.65% Debentures Due 2016, and
$200,000,000 aggregate principal amount of 6.90% Debentures Due 2026
(collectively, "Debt Securities") to be issued under an Indenture dated as of
April 1, 1994 ("Indenture"), between the Company and First Trust of California,
National Association, Successor Trustee to Bank of America National Trust and
Savings Association ("Successor 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. 333-06883 ("Registration Statement") filed by the
Company on Registration Form S-3 with the Securities and Exchange Commission
("Commission") on June 26, 1996, which became effective on July 2, 1996 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 August 14, 1996 (to the
Prospectus dated July 2, 1996 which was included in the Registration Statement)
relating to the Debt Securities in the form filed with the Commission pursuant
to 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 the 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
Board of Directors
August 19, 1996
Page 2
(ii) The Debt Securities, when duly executed on behalf of the
Company, authenticated by or on behalf of the Successor 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 Debt Securities" in the Prospectus Supplement.
Very truly yours,
/s/ C. R. Lotter
--------------------------
C. R. Lotter
General Counsel
