Fays Inc – ‘8-K’ for 8/5/96

As of:  Wednesday, 8/7/96   ·   For:  8/5/96   ·   Accession #:  895345-96-194   ·   File #:  1-07527

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2±    11K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     83±   355K 
                          Liquidation or Succession                              

8-K   —   Current Report
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                

Washington, D.C.  20549               

FORM 8-K                

CURRENT REPORT                

Pursuant to Section 13 or Section 15(d) of the                
Securities Exchange Act of 1934               

Date of Report (Date of earliest event reported): August 5, 1995                

FAY'S INCORPORATED                
________________________________________                
(Exact name of registrant as specified in its charter)                

New York                  
__________________________________________________________                
(State or other jurisdiction of incorporation)                

0-5179                        16-0919350                    
_________________________      _______________________________                
(Commission File Number)      (IRS Employer Identification No.)               

7245 Henry Clay Boulevard, Liverpool, N.Y. 13088                
__________________________________________________________                
(Address of principal executive offices, including zip code)                

Registrant's telephone number, including area code: (315) 451-8000            

ITEM 5.   OTHER EVENTS                                                          

On August 5, 1996, Fay's Incorporated, a New York           
corporation ("Fay's"), entered into an Agreement and Plan of                    
Merger (the "Merger Agreement") with J.C. Penney Company, Inc., a               
Delaware Corporation ("J.C. Penney"), pursuant to which, among                  
other things, a wholly owned subsidiary of J.C. Penney will be                  
merged with and into Fay's and Fay's will become a wholly owned                 
subsidiary of J.C. Penney (the "Merger").  Under the terms of the               
Merger Agreement, the stockholders of Fay's will receive a number               
of shares of Common Stock, par value $.50 per share, of J.C.                    
Penney equal to the quotient obtained by dividing $12.75 by the                 
average of the per share price of J.C. Penney Common Stock during               
the ten consecutive trading days preceding the date which is two                
trading days prior to the Fay's stockholders meeting, subject to                
adjustment as set forth in the Merger Agreement.  For Federal                   
income tax purposes, the Merger has been structured as a                        
reorganization within the meaning of Section 368(a) of the                      
Internal Revenue Code of 1986, as amended.  The Merger is subject               
to, among other things, approval by the stockholders of Fay's and               
the receipt of requisite regulatory approvals.                                  

In connection with the Merger, Fay's largest                
stockholders, Henry A. Panasci, Jr. and David H. Panasci entered                
into a Stockholders Agreement with J.C. Penney pursuant to which,               
among other things, each of the stockholders has agreed to vote                 
all shares beneficially owned by him in favor of the Merger.                    

The foregoing description of the transaction is             
qualified in its entirety by reference to the Merger Agreement, a               
copy of which is filed as Exhibit 2 to this Form 8-K, and the                   
Stockholders Agreement, a copy of which is filed as Exhibit A to                
the Merger Agreement.                                                           

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS                                     

(c)  Exhibits                                                                   

2.   Agreement and Plan of Merger, dated as of August 5,              
1996, by and among J.C. Penney Company, Inc., Beta          
Acquisition Corp. and Fay's Incorporated (including the     
Stockholders Agreements dated as of August 5, 1996, by      
and among J.C. Penney Company, Inc., Beta Acquisition       
Corp., Henry A. Panasci, Jr. and David H. Panasci).         

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.                      

Date:  August 7, 1996                                                           

            FAY'S INCORPORATED

                  By: /s/ Warren D.Wolfson
                           _________________________
                   Warren D. Wolfson
                           Senior Vice President and
                 General Counsel

Dates Referenced Herein

This ‘8-K’ Filing		Date		Other Filings
Filed on:		8/7/96		None on these Dates
For Period End:		8/5/96
		8/5/95
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