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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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J.
C. PENNEY COMPANY, INC.
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Principal
Business Office: 6501 Legacy Drive, Plano, Texas
75024-3698
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Mailing
Address: 6501 Legacy Drive, Mail Stop 1105, Plano, Texas
75024-3698
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(a)
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Amount
Beneficially Owned: 17,745,504 shares. (See Item
4(c)).
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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 - 17,745,504. 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
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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 - 17,745,504. (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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