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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 18, 2020
Date of Report (date of earliest event reported)
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-15274
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26-0037077
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6501 Legacy Drive
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Plano
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Texas
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75024-3698
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(Address of Principal Executive Offices)
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(Zip Code)
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(972) 431-1000
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock of 50 cents par value
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JCP
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New York Stock Exchange
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Preferred Stock Purchase Rights
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JCP
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 7.01
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Regulation FD Disclosure.
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J. C. Penney Company, Inc. (the “Company”) previously announced plans to host an Analyst Day via webcast on April 7, 2020. Due to heightened health and safety concerns as well as the uncertainty brought about by the spread of COVID-19, the Company believes it is in the best interest of its customers, stockholders, partners and associates to remain focused solely on the operations of the business. As a result, the Company is postponing its Analyst Day event until future notice.
As global and domestic economies remain in a period of uncertainty and subsequent recovery for an as yet undetermined period of time, the Company is withdrawing the financial guidance it previously issued on February 27, 2020 and as such, investors should no longer rely on that information. The Company is not providing an updated outlook at this time.
The information disclosed in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing.
Cautionary Statement Regarding Forward-Looking Information
The Company has included statements in this Current Report on Form 8-K that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect” and similar expressions identify forward-looking statements. Forward-looking statements are based only on the Company’s current assumptions and views of future events and financial performance. They are subject to known and unknown risks and uncertainties, many of which are outside of the Company’s control that may cause the Company’s actual results to be materially different from planned or expected results. Please refer to the Company’s Annual Report on Form 10-K for the year ended February 2, 2020 for a further discussion of risks and uncertainties. Investors should take such risks into account and should not rely on forward-looking statements when making investment decisions. Any forward-looking statement made by us in this Current Report on Form 8-K is based only on information currently available to us and speaks only as of the date on which it is made. We do not undertake to update these forward-looking statements as of any future date.
On March 18, 2020, the Company issued a press release announcing the temporary closure of its stores and business offices effective March 19, 2020. The Company’s flagship store, jcp.com, and its mobile app remain open. A copy of the press release is filed herewith as Exhibit 99.1 hereto and is incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibit 99.1
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Exhibit 104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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SIGNATURE
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.
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J. C. PENNEY COMPANY, INC.
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By:
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/s/ Bill Wafford
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Bill Wafford
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Executive Vice President, Chief Financial Officer
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Date: March 20, 2020
