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Check
the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
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*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.
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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).
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| CUSIP No.708160106 |
13G
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Page 2 of 6 Pages
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| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.
C.
Penney Corporation, Inc. Savings, Profit-Sharing and
Stock
Ownership Plan
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| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
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(a) |
┌──┐
└──┘
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| (b) | ┌──┐
└──┘
|
| 3 |
SEC
USE
ONLY
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| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Not Applicable
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5
6
7
8
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SOLE
VOTING POWER
-0-.
See Item 4(c).
SHARED
VOTING POWER
20,084,289.
See Item 4(c).
SOLE
DISPOSITIVE POWER
-0-.
See Item 4(c).
SHARED
DISPOSITIVE POWER
20,084,289.
See Item
4(c).
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| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,084,289.
See Item 4(c).
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| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
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| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%.
See Item 4 (b).
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| 12 |
TYPE
OF
REPORTING PERSON (SEE INSTRUCTIONS)
EP
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|
J.
C.
PENNEY COMPANY, INC.
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|
Principal
Business Office: 6501 Legacy Drive, Plano, Texas 75024-3698
Mailing
Address: P.O. Box 10001, Dallas,Texas
75301
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(i)
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sole
power to vote or to direct the vote -
0.
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(ii)
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shared
power to vote or to direct the vote - 20,084,289. Each of the
issuer's employees who is a Plan participant and who has been allocated
shares under the Plan ("Allocated Stock") is entitled to instruct
the
trustee of the Plan, State Street Bank and Trust Company (“Trustee”), on
how to vote the shares of Common Stock of 50¢ par value of the issuer
("Penney Stock") allocated to such participant’s account plus a pro rata
portion of all Allocated Stock for which no direction has been received
("Undirected Stock"). Such pro rata
portion
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shall
be calculated by multiplying the Undirected Stock by a fraction the
numerator of which is such participant’s Allocated Stock and the
denominator of which is the total amount of Allocated Stock for which
timely instructions were received by the Trustee. The Trustee is
obligated
to vote such Allocated Stock and Undirected Stock as
instructed.
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(iii)
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sole
power to dispose or to direct the disposition of -
0.
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(iv)
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shared
power to dispose or to direct the disposition of - 20,084,289. (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, each Plan participant may direct
the
Trustee to accept or reject the offer or to tender or not tender
the
shares of Penney Stock credited to such participant's accounts under
the
Plan, plus an allocable portion of all 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 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 number of shares subject to any outstanding offers 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 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.
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The
filing person maintains a trust which holds shares of Penney Stock
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, or to the proceeds of the sale of shares of Penney
Stock.
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By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the
purpose
of or with the effect of changing or influencing the control of the
issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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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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