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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 6, 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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On December 6, 2005, the Human Resources and Compensation Committee of the Board
of Directors of J. C. Penney Company, Inc. amended each of (i) the Supplemental
Retirement Program for Management Profit-Sharing Associates of J. C. Penney
Corporation, Inc. ("SRP"), (ii) the J. C. Penney Corporation, Inc. Benefit
Restoration Plan ("BRP"), and (iii) the J. C. Penney Corporation, Inc. Mirror
Savings Plans I, II, and III (collectively, the " Mirror Plans"). The SRP, BRP,
and Mirror Plans were amended to comply with the transitional relief provided
under Section 409A of the Internal Revenue Code of 1986, as amended ("Code"),
and the Proposed Regulations promulgated thereunder. The full text of the
amendments to the SRP, BRP, and Mirror Plans are filed as Exhibits 10.1, 10.2,
and 10.3 hereto, and are incorporated herein by reference. The amendments to the
SRP, BRP, and Mirror Plans are effective as of January 1, 2005.
The SRP provides certain supplemental retirement benefits, including Social
Security substitute payments until age 62, to certain management employees,
including executive officers, who voluntarily retire prior to age 65 in
accordance with the SRP and whose aggregate retirement and estimated Social
Security benefits would otherwise be below specified minimum retirement income
levels. Participation in the SRP is limited to employees eligible for
participation on or prior to December 31, 1995. The Code imposes certain
limitations on the maximum benefits that may be earned under "qualified"
retirement plans such as the Company's Pension Plan and its Savings Plan. The
BRP provides to impacted management employees certain benefits which, under the
Code, can not be earned under the Company's Pension Plan. The Mirror Savings
Plans provide to impacted management employees certain benefits which, under the
Code, cannot be earned under the Company's Savings Plan.
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/ Ralph H. Richardson
Ralph H. Richardson
Assistant Secretary
Date: December 12, 2005
EXHIBIT INDEX
Exhibit Number Description
10.1 Amendment to the Supplemental Retirement Program for Management
Profit-Sharing Associates of J. C. Penney Corporation, Inc.
10.2 Amendment to the J. C. Penney Corporation, Inc. Benefit Restoration
Plan.
10.3 Amendment to the J. C. Penney Corporation, Inc. Mirror Savings Plans
I, II, and III.
Exhibit 10.1
SECTION 409A RESOLUTIONS
OF
THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS OF
J. C. PENNEY COMPANY, INC.
NOW, THEREFORE, BE IT RESOLVED that the Supplemental Retirement Program for
Management Profit-Sharing Associates of J. C. Penney Corporation, Inc. be, and
it hereby is, amended to add a new Article X at the end thereof to read as
follows, effective as of January 1, 2005;
Article X. Section 409A Transition Relief
(1) Priority over Other Provisions: The provisions set forth in this
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Article will supersede any conflicting provisions of the Plan.
(2) Termination of Participation: Any amount subject to Code section 409A
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paid to an Eligible Management Associate during 2005 that would
otherwise violate the requirements of Code section 409A(a)(2), (3), or
(4) will be treated as a distribution in termination of the Eligible
Management Associate's participation in the Plan within the meaning of
IRS Notice 2005-1, Q&A-20. The amounts subject to termination will be
includible in the Eligible Management Associate's income in calendar
year 2005. This paragraph applies to (i) payments in 2005 to a
specified employee, as that term is defined in Code section
409A(a)(2)(B)(i), within six months after the date of the Eligible
Management Associate's separation from service, as that term is
defined by the Secretary; (ii) payments in 2005 pursuant to an
election under Paragraph (1) of Article V to delay the commencement of
annual benefits; (iii) payments in 2005 pursuant to the election of
the installment option under paragraph (4) of Article V; and (iv) any
other payments in 2005 otherwise in violation of Code section
409A(a)(2), (3) or (4).
(3) Change in Payment Elections or Conditions on or Before December 31,
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2006: With respect to amounts subject to Code section 409A, an
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Eligible Management Associate may make a new payment election on or
before December 31, 2006, as permitted by the preamble to the Proposed
Regulations; and the election will not be treated as a change in the
timing and form of payment under Code section 409A(a)(4) or an
acceleration of a payment under Code section 409A(a)(3); provided,
however, that an Eligible Management Associate cannot in 2006 change a
payment election with respect to payments that the Eligible Management
Associate would otherwise receive in 2006, or cause payments to be
made in 2006. Any election made by an Eligible Management Associate on
or before December 31, 2006 (including an election made before January
1, 2005) that applies to an amount accrued under the Plan subject to
Code section 409A will be treated as a new election under this
paragraph unless an election in 2006 would apply to amounts that
otherwise would be payable in 2006.
and;
RESOLVED that the officers of the Company and its counsel be, and each of
them hereby is, authorized to take all such further action, and to execute and
deliver all such further instruments and documents, in the name and on behalf of
the Company, and under its corporate seal or otherwise, and to pay all such
expenses as shall in their judgment be necessary, proper, or advisable in order
fully to carry out the intent and effectuate the purposes of the foregoing
resolutions and each of them.
Exhibit 10.2
SECTION 409A RESOLUTIONS
OF
THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS OF
J. C. PENNEY COMPANY, INC.
RESOLVED that the J. C. Penney Corporation, Inc. Benefit Restoration Plan
be, and it hereby is, amended to add a new Article X at the end thereof to read
as follows, effective as of January 1, 2005:
Article X. Section 409A Transition Relief
(1) Priority over Other Provisions: The provisions set forth in this
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Article will supersede any conflicting provisions of the Plan.
(2) Termination of Participation: Any amount subject to Code section
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409A paid to a Participant during 2005 that would otherwise
violate the requirements of Code section 409A(a)(2), (3), or (4)
will be treated as a distribution in termination of the
Participant's participation in the Plan within the meaning of IRS
Notice 2005-1, Q&A-20. The amounts subject to termination will be
includible in the Participant's income in calendar year 2005.
This paragraph applies to (i) payments in 2005 to a specified
employee, as that term is defined in Code section
409A(a)(2)(B)(i), within six months after the date of the
Participant's separation from service, as that term is defined by
the Secretary; (ii) payments in 2005 pursuant to the election of
the installment option under paragraph (3) of Article V; and
(iii) any other payments in 2005 otherwise in violation of Code
section 409A(a)(2), (3), or (4).
(3) Change in Payment Elections or Conditions on or Before December
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31, 2006: With respect to amounts subject to Code section 409A, a
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Participant may make a new payment election on or before December
31, 2006, as permitted by the preamble to the Proposed
Regulations; and the election will not be treated as a change in
the timing and form of payment under Code section 409A(a)(4) or
an acceleration of a payment under Code section 409A(a)(3);
provided, however, that a participant cannot in 2006 change
payment elections with respect to payments that the Participant
would otherwise receive in 2006, or cause payments to be made in
2006. Any election made by a Participant on or before December
31, 2006 (including an election made before January 1, 2005) that
applies to an amount accrued under the Plan subject to Code
section 409A will be treated as a new election under this
paragraph unless an election in 2006 would apply to amounts that
otherwise would be payable in 2006.
and;
RESOLVED that the officers of the Company and its counsel be, and each of
them hereby is, authorized to take all such further action, and to execute and
deliver all such further instruments and documents, in the name and on behalf of
the Company, and under its corporate seal or otherwise, and to pay all such
expenses as shall in their judgment be necessary, proper, or advisable in order
fully to carry out the intent and effectuate the purposes of the foregoing
resolutions and each of them.
Exhibit 10.3
SECTION 409A RESOLUTIONS
OF
THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS OF
J. C. PENNEY COMPANY, INC.
RESOLVED that, the J. C. Penney Corporation, Inc. Mirror Savings Plans I,
II, and III be, and they hereby are, amended to add a new Article Ten to read as
follows, effective as of January 1, 2005:
ARTICLE TEN
SECTION 409A TRANSITION RELIEF
10.01 Priority over Other Provisions
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The provisions set forth in this Article will supersede any
conflicting provisions of the Plan.
10.02 Cancellation of Deferrals and Termination of Participation
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Any amount subject to Code section 409A paid to a
Participant during 2005 that would otherwise violate the
requirements of Code section 409A(a)(2), (3), or (4) will be
treated as a distribution in termination of the Participant's
participation in the Plan or a cancellation of the Participant's
deferral election. The amounts subject to termination or
cancellation will be includible in the Participant's income in
the calendar year 2005. This paragraph applies to (i) payments in
2005 to a specified employee, as that term is defined in Code
section 409A(a)(2)(B)(i), within six months after the date of the
Participant's separation from service, as that term is defined by
the Secretary; (ii) payments in 2005 pursuant to the election of
an alternate form of payment under Section 7.04; and (iii) any
other payments in 2005 otherwise in violation of Code section
409A(a)(2), (3), or (4).
10.03 Change in Payment Elections or Conditions on or Before December
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31, 2006
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With respect to amounts subject to Code section 409A, a
Participant may make a new payment election on or before December
31, 2006, as permitted by the preamble to the Proposed
Regulations; and the election will not be treated as a change in
the timing and form of payment under Code section 409A(a)(4) or
an acceleration of a payment under Code section 409A(a)(3);
provided, however, that a participant cannot in 2006 change
payment elections with respect to payments that the Participant
would otherwise receive in 2006, or to cause payments to be made
in 2006. Any election made by a Participant on or before December
31, 2006 (including an election made before January 1, 2005) that
applies to an amount accrued under the Plan subject to Code
section 409A will be treated as a new election under this
paragraph unless an election in 2006 would apply to amounts that
otherwise would be payable in 2006.
and;
RESOLVED that the officers of the Company and its counsel be, and each of
them hereby is, authorized to take all such further action, and to execute and
deliver all such further instruments and documents, in the name and on behalf of
the Company, and under its corporate seal or otherwise, and to pay all such
expenses as shall in their judgment be necessary, proper, or advisable in order
fully to carry out the intent and effectuate the purposes of the foregoing
resolutions and each of them.