AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2004
REGISTRATION NO. 333-73140-99
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
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)
ECKERD CORPORATION
401(k) SAVINGS 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)
On November 9, 2001, the Registrant filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration Statement No.
333-73140-99) (as amended, the "Registration Statement") registering 500,000
shares of the Registrant's Common Stock of 50(cent) Par Value (the "Common
Stock"), to be issued to participants under the Eckerd Corporation 401(k)
Savings Plan (the "Plan"). At that time Eckerd Corporation was an indirect
wholly-owned subsidiary of the Registrant. Effective July 31, 2004, the
Registrant and certain of its affiliates sold Eckerd Corporation and, as a
result, all offerings of Common Stock pursuant to the Registration Statement
have terminated. The Registrant is filing this Post-Effective Amendment to
remove, and hereby does remove, from registration all of the Common Stock
registered on the Registration Statement that remains unsold as of the date of
the filing of this Post-Effective Amendment.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable ground to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 2 to Registration Statement No. 333-73140-99 on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plano and the State of Texas, on this 15 day of
November 2004.
J. C. Penney Company, Inc.
/s/ R. B. Cavanaugh
------------------------------
R. B. Cavanaugh
Executive Vice President and
Chief Financial Officer
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
A. I. Questrom * Chairman of the Board November 15, 2004
---------------- and Chief Executive Officer
A. I. Questrom (principal executive
officer); Director
/s/ R. B. Cavanaugh Executive Vice President November 15, 2004
---------------------------- and Chief Financial Officer
R. B. Cavanaugh (principal financial officer)
W. J. Alcorn * Vice President and November 15, 2004
---------------- Controller (principal
W. J. Alcorn accounting officer)
C. C. Barrett ** Director November 15, 2004
--------------------
C. C. Barrett
M. A. Burns * Director November 15, 2004
-------------------
M. A. Burns
M. K. Clark ** Director November 15, 2004
------------------
M. K. Clark
T. J. Engibous * Director November 15, 2004
-----------------
T. J. Engibous
K. B. Foster * Director November 15, 2004
---------------
K. B. Foster
V. E. Jordan, Jr.* Director November 15, 2004
------------------
V. E. Jordan, Jr.
B. Osborne ** Director November 15, 2004
--------------------
B. Osborne
L. H. Roberts ** Director November 15, 2004
---------------------
L. H. Roberts
R. G. Turner * Director November 15, 2004
----------------
R. G. Turner
By: /s/ R. B. Cavanaugh
---------------------------
R. B. Cavanaugh
*Attorney-in-fact (Exhibit 24.1, previously filed)
** Attorney-in-fact (Exhibit 24.2, filed herewith)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Largo, State of Florida,
on this 15th day of November, 2004.
ECKERD CORPORATION 401(k) SAVINGS PLAN
By: /s/ Kenneth R. O'Leary
-----------------------------------
Kenneth R. O'Leary
Vice President of Human Resources
Eckerd Corpration
EXHIBITS
24.2 Power of Attorney
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 post-effective amendment to Registration Statement No. 333-73140-99
on Form S-8 for the de-registration of shares of Common Stock of 50(cent) par
value of the Company, including the associated rights to purchase shares of
Series A Preferred Stock, without par value, of the Company, and appoints W. J.
Alcorn, C. R. Lotter and R. B. Cavanaugh, 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 post-effective amendment, which is about to be
filed, and any and all subsequent amendments to said post-effective amendment
(including, without limitation, any and all other post-effective amendments
thereto) and to file said post-effective amendment and any and all subsequent
amendments to said Registration Statement (including, without limitation, any
and all other 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 29 day of October 2004.
/s/ C. C. Barrett Director October 29, 2004
----------------------
C. C. Barrett
/s/ M. K. Clark Director October 29, 2004
----------------------
M. K. Clark
/s/ B. Osborne Director October 29, 2004
----------------------
B. Osborne
/s/ L. H. Roberts Director October 29, 2004
----------------------
L. H. Roberts