Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
Registration No. 333-74122
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 5, 2002)
J. C. PENNEY CORPORATION, INC.
$650,000,000
5% Convertible Subordinated Notes Due 2008
J. C. PENNEY COMPANY, INC.
22,807,018 Shares of Common Stock Issuable Upon Conversion of the Notes
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This prospectus supplement relates to the resale of (i) up to $650,000,000
aggregate principal amount of our 5% Convertible Subordinated Notes Due
2008, and (ii) up to 22,807,018 shares of our common stock which are
initially issuable upon conversion of the notes by any holders thereof. The
notes and the underlying common stock may be offered from time to time for
the accounts of the selling securityholders named herein, in the prospectus
dated April 5, 2002, or in additional supplements to the prospectus. This
prospectus supplement reflects transactions by various selling
securityholders since the date of the prospectus.
The notes are convertible, in whole or in part, at the option of the
selling securityholder at any time prior to the close of business on the
business day immediately preceding October 15, 2008, unless previously
redeemed or repurchased, into shares of common stock, at a conversion price
of $28.50 per share (equivalent to a conversion rate of 35.0877 shares per
$1,000 principal amount of notes), subject to adjustment in certain
circumstances. Our common stock is traded on The New York Stock Exchange
under the symbol "JCP." On May 24, 2002, the last sale price for our common
stock as reported on The New York Stock Exchange was $24.50 per share.
We will not receive any of the proceeds from the sale of the notes or the
underlying common stock being offered by the selling securityholders. The
notes and the underlying common stock may be offered in negotiated
transactions or otherwise, at market prices prevailing at the time of sale
or at negotiated prices. In addition, the shares of common stock may be
offered from time to time through ordinary brokerage transactions on The
New York Stock Exchange. See "Plan of Distribution" in the prospectus. The
selling securityholders and any brokers, dealers or agents that participate
with the selling securityholders in the distribution of the notes or the
underlying common stock may be deemed to be "Underwriters" within the
meaning of the Securities Act, in which case any commissions received by
such brokers-dealers, agents or underwriters and any profit on the resale
of the notes or the underlying common stock purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 28, 2002.
SELLING SECURITYHOLDERS
The following table, which sets forth certain information regarding the
beneficial ownership of notes by the selling securityholders and the number
of shares of common stock issuable upon conversion of the notes as of May
24, 2002, has been updated from the table contained in the "Selling
Securityholders" section of the prospectus to update some positions and
include certain additional selling securityholders. Any or all of the notes
or underlying common stock listed below may be offered for sale pursuant to
this prospectus supplement by the selling securityholders from time to
time. Accordingly, no estimate can be given as to the amount of the notes
or underlying common stock that will be held by the selling securityholders
upon consummation of any such sales. In addition, the selling
securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their notes since the date on which the
information regarding their notes was provided, in transactions exempt from
the registration requirements of the Securities Act. Information about the
selling securityholder may change over time. Any changes in this
information will be set forth in prospectus supplements, if required.
Percent
Number of
of Shares Common
Percent- Number of of Common Stock
Prin- age of Shares Stock Owned
cipal Notes into which Owned After
Amount Out- the Notes Before the
of Standing are Con- the Offering
Name Notes (1) (1) vertible (2) Offering (3) (4)
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American Samoa Government 51,000 * 1,789 0 *
AIG DKR Soundshore Strategic Holding Fund LTD 2,979,000 * 104,526 0 *
BP Amoco, PLC Master Trust 1,842,000 * 64,631 0 *
The Estate of James Campbell 328,000 * 11,508 0 *
Hotel Union and Hotel Industry of Hawaii
Pension Plan 553,000 * 19,403 0 *
Jefferies and Company, Inc. 12,000 * 421 0 *
Lyxor Master Fund, ref HW 5,800,000 * 203,508 0 *
Man Convertible Bond Master Fund, Ltd. 13,378,000 2.06% 469,403 0 *
South Dakota Retirement System 3,000,000 * 105,263 0 *
St. Thomas Trading, Ltd. 22,547,000 3.47% 791,122 0 *
Viacom Inc., Pension Plan Master Trust 55,000 * 1,929 0 *
Zurich Institutional Benchmarks Master Fund, 2,659,000 * 93,298 0 *
Inc.
* Less than 1%.
(1) The information set forth herein is as of May 24, 2002 and is based
upon $650,000,000 aggregate principal amount of notes outstanding.
(2) Assumes conversion of the full amount of notes held by such selling
securityholder at the initial conversion price of $28.50 per share of
J. C. Penney Company, Inc. common stock; such conversion price is
subject to adjustment as described under "Description of Notes -
Conversion of Notes." Accordingly, the number of shares of common
stock issuable upon conversion of the notes may increase or decrease
from time to time. Fractional shares will not be issued upon
conversion of the notes; cash will be paid in lieu of fractional
shares, if any.
(3) Does not include shares issuable upon conversion of the notes.
(4) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using
267,587,427 shares of common stock of J. C. Penney Company, Inc.
outstanding as of May 24, 2002. Assumes the number of shares of common
stock issuable upon conversion of all of a particular holder's notes
are outstanding. However, this does not include the conversion of any
other holder's notes.
Information about other selling securityholders will be set forth in
additional prospectus supplements, if requested.
Other than their ownership of our securities, none of the selling
securityholders has had any material relationship with us within the past
three years. The selling securityholders purchased all of the notes in
private transactions. All of the notes and the shares of common stock into
which the notes are convertible are "restricted securities" under the
Securities Act.