<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1997
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REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-5583779
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6501 LEGACY DRIVE
PLANO, TEXAS 75024-3698
(Address of principal executive offices, including zip code)
J. C. PENNEY COMPANY, INC. SAVINGS, PROFIT-SHARING AND
STOCK OWNERSHIP PLAN
(Full title of the plan)
CHARLES R. LOTTER, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
J. C. PENNEY COMPANY, INC.
6501 LEGACY DRIVE
PLANO, TEXAS 75024-0005
(972) 431-1201
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed maximum
Amount maximum aggregate offering
Title of securities to be offering price price Amount of
to be registered registered per share registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of 50c par value
("JCPenney Stock") of J. C. Penney
Company, Inc. ("Company") including
the associated rights to purchase
shares of the Company's Series A 5,000,000 $57.4375** $287,187,500** $87,027**
Junior Participating Preferred Stock, shares*
without par value ("Rights")
- -----------------------------------------------------------------------------------------------------------
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
* The J. C. Penney Company, Inc. Savings, Profit-Sharing and Stock
Ownership Plan ("Plan") provides that the number of shares
available under the Plan will be equitably adjusted in the event
of a stock dividend, stock split, recapitalization or similar
event. Accordingly, this Registration Statement covers, in
addition to the number of shares of JCPenney Stock stated above,
an indeterminate number of shares which by reason of such event
may become available under the Plan.
** Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(h) and based on the
average of the high and low sales prices of JCPenney Stock as
reported in the New York Stock Exchange Composite Transactions
for August 8, 1997.
<PAGE>
Pursuant to General Instruction E to Form S-8 and except as otherwise indicated
herein, the contents of the Company's Registration Statement on Form S-8
(Commission File No. 33-59666) relating to 2,000,000 shares of JCPenney Stock
and the Rights associated therewith (as adjusted pursuant to a subsequent stock
split) are hereby incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. - EXHIBITS
See Exhibit Index at page 2.
In lieu of an opinion of counsel concerning compliance with the requirements of
the Employee Retirement Income Security Act of 1974, as amended, and an Internal
Revenue Service determination letter that the Plan is qualified under Section
401 of the Internal Revenue Code, the registrant has submitted the Plan and any
amendments thereto to the Internal Revenue Service in a timely manner and hereby
undertakes to make all changes required by the Internal Revenue Service in order
to qualify the Plan.
1
<PAGE>
EXHIBIT INDEX
-------------
These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of
Regulation S-K.
Exhibit No. Description
- ----------- -----------
(23) Consent of KPMG Peat Marwick LLP.
(24) Power of Attorney.
2
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plano, State of Texas, on the 11th day of
August, 1997.
J. C. PENNEY COMPANY, INC.
By /s/ Charles R. Lotter, Esq.
----------------------------
Charles R. Lotter, Esq.
Executive Vice President,
Secretary and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
J. E. OESTERREICHER* Chairman of the Board August 11, 1997
- ----------------------------------- and Chief Executive
J. E. OESTERREICHER Officer (principal
executive officer);
Director
W. B. TYGART* President and Chief August 11, 1997
- ----------------------------------- Operating Officer;
W. B. TYGART Director
D. A. MCKAY* Senior Vice President August 11, 1997
- ----------------------------------- and Chief Financial
D. A. MCKAY Officer (principal
financial officer)
W. J. ALCORN* Vice President and August 11, 1997
- ----------------------------------- Controller (principal
W. J. ALCORN accounting officer)
3
<PAGE>
M. A. BURNS* Director August 11, 1997
- -----------------------------------
M. A. BURNS
V. E. JORDAN, JR.* Director August 11, 1997
- -----------------------------------
V. E. JORDAN, JR.
GEORGE NIGH* Director August 11, 1997
- -----------------------------------
GEORGE NIGH
J. C. PFEIFFER* Director August 11, 1997
- -----------------------------------
J. C. PFEIFFER
A. W. RICHARDS* Director August 11, 1997
- -----------------------------------
A. W. RICHARDS
C. S. SANFORD, JR.* Director August 11, 1997
- -----------------------------------
C. S. SANFORD, JR.
R. G. TURNER* Director August 11, 1997
- -----------------------------------
R. G. TURNER
J. D. WILLIAMS* Director August 11, 1997
- -----------------------------------
J. D. WILLIAMS
* By: /s/ C. R. Lotter, Esq.
-----------------------
C. R. Lotter, Esq.
Attorney-in-fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
--------
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on
the 11th day of August, 1997.
J. C. PENNEY COMPANY, INC.
SAVINGS, PROFIT-SHARING AND STOCK OWNERSHIP PLAN
By /s/ B. A. Hill
----------------------------------
B. A. HILL
Member of Benefits Administration
Committee
4
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
To the Board of Directors of
J. C. Penney Company, Inc.
We consent to incorporation by reference herein of our reports dated February
27, 1997 relating to the consolidated financial statements and financial
statement schedule of J. C. Penney Company, Inc. and subsidiaries and the
financial statements of J. C. Penney Funding Corporation as of January 25, 1997,
January 27, 1996, and January 28, 1995, and for each of the years in the three-
year period ended January 25, 1997.
Our report covering the consolidated financial statements of J. C. Penney
Company, Inc. and subsidiaries refers to the adoption of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
---------------------------------------------------------------------
Assets to Be Disposed Of, in 1995 and Statement of Financial Accounting
- ------------------------
Standards No. 115, Accounting for Certain Investments in Debt and Equity
-----------------------------------------------------
Securities, in 1994.
- ----------
/s/ KPMG Peat Marwick LLP
Dallas, Texas
August 6, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS THAT each of the undersigned directors and
officers of J. C. PENNEY COMPANY, INC., a Delaware corporation ("Company"),
which Company is about to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of shares of
Common Stock of 50c par value of the Company, including the associated rights to
purchase shares of Series A Junior Participating Preferred Stock, without par
value, of the Company, for issuance pursuant to the Company's Savings, Profit-
Sharing and Stock Ownership Plan, hereby constitutes and appoints W. J. Alcorn,
R. B. Cavanaugh, C. R. Lotter and D. A. McKay, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power to each of them to act
without the others, for him or her in his or her name, place, and stead, in any
and all capacities, to sign said Registration Statement, which is about to be
filed, and any and all subsequent amendments to said Registration Statement
(including, without limitation, any and all post-effective amendments thereto)
and to file said Registration Statement and any and all subsequent amendments to
said Registration Statement (including, without limitation, any and all post-
effective amendments thereto) so signed, with all exhibits thereto, and any and
all documents in connection therewith, and to appear before the Securities and
Exchange Commission in connection with any matter relating to said Registration
Statement and any and all subsequent amendments to said Registration Statement
(including, without limitation, any and all post-effective amendments thereto),
hereby granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as
of the 30th day of July, 1997.
/s/ J. E. Oesterreicher /s/ W. B. Tygart
- ------------------------ ------------------------------
J. E. Oesterreicher W. B. Tygart
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer;
(principal executive officer); Director
Director
/s/ D. A. McKay /s/ W. J. Alcorn
- ------------------------ ------------------------------
D. A. McKay W. J. Alcorn
Senior Vice President and Vice President and Controller
Chief Financial Officer (principal accounting officer)
(principal financial officer)
<PAGE>
/s/ M. A. Burns
---------------------------
M. A. Burns
Director
/s/ V. E. Jordan, Jr.
---------------------------
V. E. Jordan, Jr.
Director
/s/ George Nigh
---------------------------
George Nigh
Director
/s/ J. C. Pfeiffer
---------------------------
J.C. Pfeiffer
Director
/s/ A. W. Richards
---------------------------
A. W. Richards
Director
/s/ C. S. Sanford, Jr.
---------------------------
C. S. Sanford, Jr.
Director
/s/ R. G. Turner
---------------------------
R. G. Turner
Director
/s/ J. D. Williams
---------------------------
J. D. Williams
Director
