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

November 23 30, 2020

Date of Report (date of earliest event reported)

J. C. PENNEY COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-15274

26-0037077

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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

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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

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. ☐

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on ~~June~~May 815, 2020, J. C. Penney ~~Corporation, Inc. (“JCP”), as borrower, and J. C. Penney~~ Company, Inc. (the “Company”) and certain of its subsidiaries, ascommenced ~~guarantors,~~voluntary ~~entered~~cases ~~into~~under achapter ~~Superpriority~~11 ~~Senior~~of ~~Secured Debtor-In-Possession Credit~~title ~~and~~11 ~~Guaranty~~of ~~Agreement (~~the ~~“DIP~~United ~~Credit~~States ~~Agreement”)~~Code ~~with~~in the ~~financial~~United ~~institutions~~States ~~identified~~Bankruptcy ~~therein~~Court as lenders (the “Lenders”), GLAS USA LLC, as administrative agent (the “Administrative Agent”), and GLAS Americas LLC, as collateral agent. Pursuant to the DIP Credit Agreement, the Company and JCP are required to deliver to the Administrative Agent for ~~distribution to each Lender, among other things,~~ the ~~Company’s~~Southern ~~consolidated~~District ~~monthly financial statements and certain other financial information as specified therein (the “Monthly Information”). Certain portions~~ of ~~the~~Texas ~~Monthly Information as of and for the month ended October 31, 2020~~ (the “~~October~~Bankruptcy ~~2020 Monthly Information~~Court”) ~~is furnished as Exhibit 99~~.1 ~~to this Current Report on Form 8-K.~~

~~The~~On ~~Company~~November 30, ~~cautions investors and potential investors not to rely upon the October~~ 2020 ~~Monthly Information~~, asin itconnection ~~was~~with ~~not~~oral ~~prepared~~confirmation ~~for~~by the ~~purpose~~Bankruptcy Court of ~~providing~~the ~~any~~Amended ~~basis~~Joint ~~for~~Chapter an11 ~~investment~~Plan ~~decision relating to any~~ of ~~the~~Reorganization ~~securities~~ of ~~the~~J. ~~Company~~C. ~~The~~Penney ~~October~~Company, ~~2020~~Inc. ~~Monthly~~and ~~Information~~its ~~does~~Debtor ~~not~~Affiliates ~~include~~on ~~certain~~November 24, ~~quarterly~~2020, ~~adjustments~~Paul ~~and~~J. ~~other~~Brown, ~~important~~Amanda ~~explanatory notes~~Ginsberg, ~~has~~W. ~~not~~Paul ~~been~~Jones ~~audited~~and orDeborah ~~reviewed~~A. byPlunkett ~~any~~resigned ~~independent~~from ~~public~~the ~~accounting~~Company’s ~~firm,~~Board ~~and~~of ~~may~~Directors be(the ~~subject~~“Board”). toThe ~~future~~foregoing ~~reconciliation~~directors’ orresignations ~~adjustments,~~were ~~including~~not ~~adjustments related to~~ the ~~Company’s~~result ~~bankruptcy~~of ~~filing.~~any Indisagreement ~~addition,~~with the ~~October~~Company ~~2020~~or ~~Monthly~~the ~~Information~~Board ison ~~limited~~any inmatter ~~scope~~relating ~~and~~to ~~covers~~the aCompany’s ~~limited time period~~operations, ~~and~~policies ~~accordingly,~~or ~~should not be viewed as indicative of future results~~practices.

The information disclosed in this Item 2.02 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.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibit 99.1		October 2020 Monthly Information
		Exhibit 104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.


J. C. PENNEY COMPANY, INC.

By:		/s/ Bill Wafford
		Bill Wafford
		Executive Vice President, Chief Financial Officer

Date: ~~November~~December 234, 2020

Filing Compare · Old COPPER Company, Inc.