SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 8, 2005
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15274 26-0037077
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation ) Identification No.)
6501 Legacy Drive
Plano, Texas 75024-3698
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 431-1000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13d-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On April 8, 2005, the attached article, a copy of which is filed as Exhibit 99.1
hereto, was published by The Plano Star Courier in Plano, Texas. As stated in
the Company's March 31, 2005 press release, it is the Company's policy not to
comment on market rumors. It is the Company's belief that the Company
spokesperson identified in The Plano Star Courier article did not make the
comments attributed to him.
Item 9.01(c) Exhibits
Exhibit 99.1 Article published in The Plano Star Courier on April 8, 2005
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.
By: /s/ Robert B. Cavanaugh
---------------------------
Robert B. Cavanaugh
Executive Vice President,
Chief Financial Officer
Date: April 11, 2005
EXHIBIT INDEX
Exhibit Number Description
99.1 Article published in The Plano Star Courier on April 8, 2005
Exhibit 99.1
Consolidation opens path for Penney
Rivals' upscale efforts could help mid-market giant;
buyout rumors called false
BY A. LEE GRAHAM
STAFF WRITER
Retail consolidation could benefit JC Penney Co. Inc., itself the source of
a rumored buyout.
"Those reports are false," said Tim Lyons, a spokesman for the Plano-based
retailer. "There's no truth to them whatsoever."
Still, that didn't stop Women's Wear Daily from reporting last week that
Cerberus Capital Management LLP and the Carlyle Group had joined forces to make
a bid for Penney. The report drew derision from company officials and caught
some analysts by surprise.
"It certainly wouldn't be unusual because of all the consolidation going on
in retail," said Michael C. Appel, who tracks the industry for corporate
restructuring fur Quest Turnaround Advisors LLC in Purchase, N.Y.
Recent weeks have been Federated Department Stores Inc. acquire May
Department Stores Co.
Meanwhile, Kmart and Sears, Roebuck and Co. closed a $12.3 billion deal
merging the companies. It seems any retailer, even those with minimal heft and
industry clout, is open to restructuring.
"We haven't heard about any plans by JC Penney," said Sally Bane, executive
director of the Plano Economic Development Board.
Since moving its headquarters from Manhattan to Plano, Penney has become
one of the city's top employers. About 3,700 workers inhabited company
facilities in 1988, a number that reportedly has changed little in subsequent
years. Penney officials declined to reveal the latest number, with Lyons saying,
"that number's (3,700) about right."
Were Penney to be sold, its local effects could assume any guise.
"It depends on who bought the company, what sort of business it is and what
their plans would be," said Bane, adding that things might not change at all.
"In some circumstances, the acquired company dominates, anyway."
A restructured retail landscape guarantees change. For example, Federated
hopes to make the merchandise more upscale at May stores. Gunning for the Neiman
Marcus shopper would leave a gap in what the 1,020-store Penney chain calls the
"missing middle."
"The core of America is up for grabs in terms of their heart and soul,"
company chief Myron Ullman said earlier this year. "This customer is
underserved."
Serving that customer base has helped Penney strengthen sales. In fact,
former Penney executives Allen Questrom and Vanessa Castagna revamped product
inventory, redesigned store layout and improved marketing tactics.
"Thanks to that leadership, we overhauled our company and are doing well,"
said Lyons.
Just how well - and how much better - the company hopes to do will be
outlined at an analyst conference later this month.
Until then, many continue to question why a company on the upswing would
seek a buyer.
"On one hand, it makes no sense," said Appel. "Some might say they're doing
well, so why sell now?"
But large amounts of capital among private equity farms and an underserved
"middle" mix is an attractive cocktail.
"If Federated is going to upscale the May stores it buys and there's
opportunity for Penney to get more share in that (middle-market) space, that
makes it attractive to investor," said Appel.
Whether or not Penney is sold, it remains a pillar of Plano's retail
community. In fact, it's been a relocation bellwether.
"It was an important relocation for the community," said Bane, crediting
Penney for inspiring other firms to plant roots in Plano. A soft retail market
and affordable rates helped persuade the former Manhattan giant to go west.
Four years after leasing space in multiple buildings, it consolidated its
headquarters to Legacy Park in West Plano, where it still does business.
"We're a moderate department store with a broad range of items," said
Lyons, further emphasizing Penney's place between discount. and upscale. "We
have no intentions of selling, but we will outline much more later this month."
Contact staff writer A. Lee Graham at 972-398-4266 or grahaml@scntx.com.