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): April 4, 2004
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
Item 5. Other Events and Regulation FD Disclosure
On April 4, 2004, the Company and certain of its subsidiaries signed definitive
agreements with The Jean Coutu Group (PJC) Inc. ("Coutu"), and CVS Corporation
and CVS Pharmacy, Inc. ("CVS") for the sale of the Company's Eckerd drugstore
operations for a total of $4.525 billion in cash. In the Coutu transaction, the
Company and its indirect wholly-owned subsidiary, TDI Consolidated Corporation,
will sell the stock of Eckerd Corporation ("Eckerd"), Genovese Drug Stores, Inc.
("Genovese"), and Thrift Drug, Inc. ("Thrift") for $2.375 billion. Coutu will
acquire Eckerd drugstores and support facilities located in thirteen Northeast
and mid-Atlantic states, as well as the Eckerd Home Office located in Florida.
In the CVS transaction, the Company, Eckerd, Genovese, Thrift, and Eckerd Fleet,
Inc. will sell Eckerd drugstores and support facilities located in the remaining
southern states, principally Florida and Texas, and Eckerd's pharmacy benefits
management, mail order and specialty pharmacy businesses, to CVS for $2.150
billion. After closing adjustments, taxes, fees and other expenses relating to
the transactions, the Company expects to generate approximately $3.5 billion in
cash proceeds. Closing of the transactions, which are subject to normal and
customary regulatory approvals, is anticipated to occur by the end of the fiscal
second quarter.
The foregoing description is qualified in its entirety by reference to the full
text of the Asset Purchase Agreement and Stock Purchase Agreement, which are
attached as Exhibits 10(i)(e) and 10(i)(f), respectively, to the Company's
Annual Report on Form 10-K filed on April 8, 2004. The news release announcing
the entering into of these agreements is attached as Exhibit 99(a).
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.
(Registrant)
/s/ Charles R. Lotter
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Charles R. Lotter
Executive Vice President,
Secretary and General Counsel
Date: April 8, 2004
EXHIBIT INDEX
Exhibit Number Description
99(a) J. C. Penney Company, Inc. News Release
issued April 5, 2004