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
Date of Report (Date of earliest event reported) May 27, 1994
McDONALD'S CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 1-5231 36-2361282
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
One McDonald's Plaza, Oak Brook, Illinois 60521
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 575-3000
Not applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
On May 27, 1994, the Company's Board of Directors approved a two-
for-one split of the Company's common stock, without par value, (the
"Common Stock") to be effected in the form of a dividend (the "Stock
Split"). The additional shares of Common Stock will be distributed on
June 24, 1994 to holders of record of the Common Stock on June 7, 1994.
As a result of the Stock Split, certain computational adjustments
are required under the Company's Shareholder Rights Agreement (the
"Rights Agreement") dated as of December 13, 1988, between the Company
and The First National Bank of Chicago, as Rights Agent, which provides
Preferred Share (as defined in the Agreement) purchase rights ("Rights")
to holders of Common Stock. Pursuant to the provisions of the Rights
Agreement, (a) the Redemption Price (as defined in the Rights Agreement)
has been adjusted from $0.005 per Right to $0.0025 per Right; and (b)
the number of Preferred Shares purchasable upon proper exercise of each
Right has been adjusted from one two-hundredth of a Preferred Share to
one four-hundredth of a Preferred Share.
On May 27, 1994, the Company's Board of Directors declared a
quarterly cash dividend of $0.12 per share of Common Stock (on a pre-
stock split basis) payable on June 17, 1994 to holders of record of the
Common Stock on June 7, 1994. This represents an increase in the
quarterly dividend of 12%.
Item. 7. Financial Statements and Exhibits
(c) Exhibits
(4) Certificate of Adjustment
(99) Press Release
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.
McDONALD'S CORPORATION
(Registrant)
By: /s/ Gloria Santona
----------------------
Vice President
Assistant Secretary
Date: June 2, 1994
Exhibit Index
Exhibit Sequential
No. Description of Exhibit Page Number
Additional Exhibits-
(4) Certificate of Adjustment 5
(99) Press Release 6
EXHIBIT (4)
CERTIFICATE OF ADJUSTMENT
Pursuant to Sections 11, 12 and 23 of the Rights Agreement (the
"Rights Agreement") dated as of December 13, 1988, between McDonald's
Corporation (the "Company") and The First National Bank of Chicago, as
Rights Agent, the Company hereby certifies that:
I. Statement of Facts.
On May 27, 1994, the Company's Board of Directors approved a two-
for-one split of the Company's common stock, without par value (the
"Common Stock") to be effected in the form of a dividend (the "Stock
Split"). The additional shares of Common Stock will be distributed on
June 24, 1994 to holders of record of Common Stock on June 7, 1994.
Pursuant to the provisions of Sections 11 and 23 of the Rights
Agreement, certain adjustments to the Redemption Price and the number of
Preferred Shares purchasable upon proper exercise of each Right have
been effected as set forth below:
II. Adjustments.
(a) The Redemption Price per Right has been adjusted from $0.005
to $0.0025; and
(b) The number of Preferred Shares purchasable upon proper
exercise of each Right has been adjusted from one two-hundredth of a
Preferred Share to one-four hundredth of a Preferred Share.
Capitalized terms not otherwise defined herein shall have the meanings
given to them in the Rights Agreement.
Dated this day of June, 1994
McDONALD'S CORPORATION
By: /s/ Gloria Santona
---------------------
Vice President
Assistant Secretary
EXHIBIT (99)
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INVESTOR RELEASE
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FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
05/27/94 Patty Paul, Investors 708-575-3499
Chuck Ebeling, Media 708-575-6150
MCDONALD'S ANNOUNCES
STOCK SPLIT AND CASH DIVIDEND INCREASE
AT ANNUAL MEETING
Oak Brook, IL -- Michael R. Quinlan, Chairman and Chief Executive
Officer of McDonald's, announced of a 2-for-1 common stock split in the
form of a stock dividend at the Company's annual meeting held today at
McDonald's Office Campus in Oak Brook, IL. The stock split is payable
on June 24, 1994, to all shareholders of record on June 7, 1994. Also,
a common stock cash dividend increase of 12 percent to 12 cents per
share was declared payable on pre-split shares on June 17, 1994, to all
common shareholders of record on June 7, 1994. This stock split is the
Company's 11th since going public in 1965; the cash dividend increase is
the Company's 20th since it first started paying dividends in 1976.
At the meeting Quinlan and other members of top management
discussed key strategies driving its vision of maintaining and growing
its leadership position in the global foodservice marketplace. The
following points were made:
- McDonald's value strategy continues to be an important
driver of sales and profits worldwide. Last year, about
45 percent of regular menu transactions in the U.S. included
an Extra Value Meal; in countries like Argentina and
Malaysia, they are included in more than half of all
transactions.
- Site development is a key strategy driving long-term growth.
The Company has stepped up expansion and plans to add 900 to
1,200 restaurants worldwide in 1994 and in each of the next
several years. In addition, McDonald's plans to open
several hundred satellite locations annually, such as those
in Wal Mart stores and gas stations.
- Supporting expansion and value is a focus on reducing
development and operating costs. As a result of appropriate
sizing, standardization and efficient purchasing,
restaurants go up faster and at lower cost than ever before.
McDonald's is only just beginning to realize the benefits
of purchasing on a global basis, saving the System more than
$70 million in 1993.
- Ensuring that customers' McDonald's experiences exceed their
expectations is another global strategy. The totality of
Brand McDonald's and what it represents in the eyes of
customers is a powerful competitive advantage as it
communicates that McDonald's is global, family-oriented,
convenient, and serves great food at a good value.
In addition, Jack M. Greenberg, Vice Chairman and Chief Financial
Officer, discussed how the Company is deploying free cash flow to
maximize shareholder return -- which is comprised of stock price
appreciation and dividend income. While dividends are a direct return
of shareholders' investment, share repurchase also benefits shareholders
because as the number of shares outstanding decreases, future profits
will be spread over fewer shares which should make each share more
valuable. The Company believes that repurchasing shares of McDonald's
common stock is a good investment and the best way to deploy growing
free cash flow to enhance investor returns at this time. In January,
the Company announced its intention to repurchase $1 billion of its
stock over the next three years, and has repurchased more than $2.2
billion of its stock in the past ten years.
At the meeting, shareholders elected all nominees for Director, and
rejected a shareholder proposal on environmental principles. In
addition, the following four members of McDonald's management team were
appointed to serve with the elected Board of Directors for a one-year
term as nonvoting advisory directors:
Robert J. Doran -- Senior Vice President, U.S. Zone Manager
Andreas J. Hacker -- Managing Director, McDonald's
Development Company--Central Europe
Paul S. Preston -- President and Chief Executive Officer,
McDonald's U.K. and International Relationship Partner -- Europe
James T. Rand -- Vice President, Marketing
McDonald's is the leading foodservice retailer in the global
consumer marketplace, with more than 14,100 restaurants in 71 countries.
About 80 percent of McDonald's restaurant businesses are locally owned
and operated by independent entrepreneurs.
# # #
COMPOUND ANNUAL TOTAL RETURN
Five-Year Period Ended March 31, 1994
Standard & Poor's 500 - 12.1%
Dow Jones Industrial Average - 13.3%
McDonald's Common Stock - 18.3%
(17.2% of which was Stock Price Appreciation)
(1.1% of which was Dividend Income)
Total return realized by shareholders is comprised of stock price
appreciation and dividend income. Most of the return realized by
McDonald's common shareholders has been comprised of stock price
appreciation.
While dividends are a direct return on shareholders' investment, share
repurchase also benefits shareholders because as the number of shares
outstanding decreases, future profits will be spread over fewer shares
which should make each share more valuable. The Company believes that
repurchasing shares of McDonald's common stock is a good investment and
the best way to deploy growing free cash flow to enhance investor
returns at this time. In January, the Company announced its intention
to repurchase $1 billion of its stock over the next three years, and has
repurchased more than $2.2 billion of its stock in the past ten years.
