SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-A/A
(Amendment No. 3 to Form 8-A filed on December 23, 1988, as amended on
Form 8 filed on May 25, 1989 and July 25, 1990)
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
McDONALD'S CORPORATION
(Exact name of Registrant as specified in Charter)
Delaware 36-2361282
(State of Incorporation (IRS Employer Identification
or organization) No.)
One McDonald's Plaza, Oak Brook, IL 60521
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant's Securities to be Registered
On December 13, 1988, the Board of Directors of McDonald's Corporation
(the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, without
par value (the "Common Shares"), of the Company. The dividend was
payable on December 28, 1988 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered holder to
purchase from the Company one four-hundredth of a share of Series A
Junior Participating Preferred Stock, without par value (the "Preferred
Shares"), of the Company at a price of $250 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and The First National Bank
of Chicago, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") have acquired beneficial ownership of 20% or
more of the outstanding Common Shares or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors
prior to such time as any Person becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any
of the Common Share certificates outstanding as of the Record Date, by
such Common Share certificate with a copy of the Summary of Rights
attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date,
upon transfer or new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights) the surrender
for transfer of any certificates for Common Shares outstanding as of the
Record Date, even without such notation or a copy of this Summary of
Rights being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 28, 1998 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier
redeemed by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification
of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current
market price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one four-hundredths
of a Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Shares
or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be
entitled to an aggregate dividend of 400 times the dividend declared per
Common Share. In the event of liquidation, the holders of the Preferred
Shares will be entitled to a minimum preferential liquidation payment of
$100 per share but will be entitled to an aggregate payment of 400 times
the payment made per Common Share. Each Preferred Share will have one
vote, voting together with the Common Shares. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 400
times the amount received per Common Share. These rights are protected
by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend and liquidation
rights, the value of the one four-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the
economic value of one Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the
time of such transaction will have a market value of two times the
exercise price of the Right. In the event that (i) any person becomes
an Acquiring Person (unless such person first acquires 20% or more of
the outstanding Common Shares by a purchase pursuant to a tender offer
for all of the Common Shares for cash, which purchase increases such
person's beneficial ownership to 85% or more of the outstanding Common
Shares) or (ii) during such time as there is an Acquiring Person, there
shall be a reclassification of securities or a recapitalization or
reorganization of the Company or other transaction or series of
transactions involving the Company which has the effect of increasing by
more than 1% the proportionate share of the outstanding shares of any
class of equity securities of the Company or any of its subsidiaries
beneficially owned by the Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common
Shares having a market value of two times the exercise price of the
Right.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in
part, at an exchange ratio of one Common Share, or one four-hundredth of
a Preferred Share (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be
issued (other than fractions which are integral multiples of one four-
hundredth of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.0025 per
Right (the "Redemption Price"). The redemption of the Rights may be
made effective at such time on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. In
addition, if a bidder who does not beneficially own more than 1% of the
Common Shares (and who has not within the past year owned in excess of
1% of the Common Shares and, at a time he held such greater than 1%
stake, disclosed, or caused the disclosure of, an intention which
relates to or would result in the acquisition or influence of control of
the Company) proposes to acquire all of the Common Shares (and all other
shares of capital stock of the Company entitled to vote with the Common
Shares in the election of directors or on mergers, consolidations, sales
of all or substantially all of the Company's assets, liquidations,
dissolutions or windings up) for cash at a price which a nationally
recognized investment banker selected by such bidder states in writing
is fair, and such bidder has obtained written financing commitments (or
otherwise has financing) and complies with certain procedural
requirements, then the Company, upon the request of the bidder, will
hold a special stockholders meeting to vote on a resolution requesting
the Board of Directors to accept the bidder's proposal. If a majority
of the outstanding shares entitled to vote on the proposal vote in favor
of such resolution, then for a period of 60 days after such meeting the
Rights will be automatically redeemed at the Redemption Price
immediately prior to the consummation of any tender offer for all of
such shares at a price per share in cash equal to or greater than the
price offered by such bidder; provided, however, that no redemption will
be permitted or required after the acquisition by any person or group of
affiliated or associated persons of beneficial ownership of 20% or more
of the outstanding Common Shares. Immediately upon any redemption of
the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from
20% to not less than the greater of (i) any percentage greater than the
largest percentage of the outstanding Common Shares then known to the
Company to be beneficially owned by any person or group of affiliated or
associated persons and (ii) 10%, except that from and after such time as
any person becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
One Right was distributed to stockholders of the Company for each Common
Share owned of record by them on December 28, 1988. Until the
Distribution Date, the Company will issue one Right with each Common
Share that shall become outstanding so that all Common Shares will have
attached Rights. As of April 30, 1994, there were 352,898,328 Common
Shares issued and outstanding (which excludes 62,258,050 Common Shares
held in the Company's treasury). As of April 30, 1994, there were
13,172,684 Common Shares reserved for issuance in connection with
employee benefit plans and the exercise of outstanding warrants.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors,
except pursuant to an offer conditioned on a substantial number of
Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at $.0025 per Right prior to
the time that a person or group has acquired beneficial ownership of 20%
or more of the Common Shares.
The present distribution of the Rights is not taxable to the Company or
its stockholders. The Rights are not dilutive and will not affect
reported earnings per share. The Company will receive no proceeds from
the issuance of the Rights as a dividend.
A conformed copy of the Rights Agreement between the Company and the
Rights Agent, specifying the terms of the Rights and the press release
announcing the declaration of the Rights have been previously filed as
exhibits and are incorporated herein by reference. The foregoing
description of the Rights is qualified by reference to such exhibits.
On July 12, 1990, pursuant to the authority granted by the Board of
Directors of the Company), the Company executed an amendment (the
"Amendment") to the Rights Agreement. The Amendment eliminates the
exception that rendered the "flip-in" provision of the Rights Agreement
inapplicable in the event that at least 85% of the Company's Common
Shares are acquired through an all cash, all shares tender offer. In
addition, the Amendment eliminates the stockholder referendum procedure
that permitted the Rights to be redeemed under certain circumstances by
action of the Company's stockholders without the approval of the
Company's Board of Directors.
The Amendment also provides for certain technical revisions to the
Rights Agreement, including (i) adding a provision that permits the
Board of Directors of the Company, after the Rights become exercisable
for common stock, to substitute a common stock-equivalent preferred
stock in the event the Company is not able to authorize sufficient
shares of common stock; and (ii) adding an exception to the provisions
governing the triggering of the Rights that would exempt a person or
group that the Board of Directors of the Company determines in good
faith would otherwise have triggered the Rights inadvertently, so long
as the person or group, as promptly as practicably, divests sufficient
stock to bring its ownership below the triggering threshold.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which was
previously filed as an Exhibit and is incorporated by reference.
Item 2. Exhibits.
1. Certificate of Adjustment*
2. Conformed copy of Rights Agreement dated as of December 13,
1988 between McDonald's Corporation and The First National
Bank of Chicago, as Rights Agent, which includes the terms of
the Preferred Shares as Exhibit A, the form of Right
Certificate as Exhibit B, and the Summary of Rights to
Purchase Preferred Shares as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier of the
tenth day after public announcement that a person or group has
acquired beneficial ownership of 20% or more of the Common
Shares or the tenth business day (or such later time as may be
determined by action of the Board of Directors prior to the
time when a person has become an Acquiring Person) after a
person commences or announces its intention to commence a
tender or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 20%
or more of the Common Shares.**
3. Amendment No. 1 dated as of May 25, 1989 to the Rights
Agreement**
4. Amendment No. 2 dated as of July 25, 1990 to the Rights
Agreement**
5. Press release dated December 14, 1988 of McDonald's
Corporation.**
*filed herewith
**previously filed
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of
1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
McDONALD'S CORPORATION
Date: June 2, 1994 By: /s/ Gloria Santona
-----------------------
Vice President
Assistant Secretary
Exhibit Index
Exhibit Sequential
No. Description of Exhibit Page Number
1 Certificate of Adjustment 10
EXHIBIT 1
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 which may be purchased 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 which may be purchased 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
