FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
McDonald's Corporation
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(Exact name of registrant as specified in its charter)
Delaware 36-2361282
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
One McDonald's Plaza
Oak Brook, Illinois 60521
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. /X/
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following box.
/ /
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
---------------------------- ------------------------------
$150,000,000 - 6 5/8% Notes
Due September 1, 2005 New York Stock Exchange
--------------------------- ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
-------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The information required by this Item is set forth in the
Registrant's Prospectus Supplement dated September 5, 1995 and Prospectus
dated August 23, 1993, as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(2), on pages S-2 and S-3 and 4 through
10 under the captions "Description of Notes" and "Description of Debt
Securities", respectively, which information is incorporated herein by
reference.
Item 2. Exhibits
(a) The Exhibits listed below are filed as a part of this report:
1. Supplemental Indenture No. 23 between the Registrant and First
Fidelity Bank, National Association, Trustee dated as of
September 11, 1995.
2. Form of 6 5/8% Notes due September 1, 2005.
(b) The Exhibits listed below are incorporated herein by reference:
1. Prospectus Supplement dated September 5, 1995 and Prospectus
dated August 23, 1993, as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(2).
2. Restated Certificate of Incorporation dated as of November 15,
1994, incorporated herein by reference from Exhibit 3(a) of the
Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
3. By-Laws amended through November 15, 1994, incorporated herein
by reference from Exhibit 3(b) of the Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.
4. Instruments defining the rights of security holders, including
Indentures:
(a) 8.35% Subordinated Deferrable Interest Debentures due
2025. Form of Indenture between the Registrant and First
Fidelity Bank, National Association, dated as of July 1,
1995, incorporated herein by reference from Schedule 13E-
4/A Amendment No. 2 to Schedule 13E-4 Issue Tender Offer
Statement of the Registrant, dated as of July 14, 1995, in
connection with Form S-4 Registration Statement (File No.
33-58625) as filed with the Securities and Exchange
Commission on May 31, 1995.
(b) Debt Securities. Indenture dated as of March 1, 1987
incorporated herein by reference from Exhibit 4(a) of Form
S-3 Registration Statement (File no. 33-12364).
(i) Supplemental Indenture No. 5 incorporated herein
by reference from Exhibit (4) of Form 8-K dated
January 23, 1989.
(ii) 9-3/4% Notes due 1999. Supplemental Indenture No.
6 incorporated herein by reference from Exhibit
(4) of Form 8-K dated January 23, 1989.
(iii) Medium-Term Notes, Series B, due from nine months
to 30 years from Date of Issue. Supplemental
Indenture No. 12 incorporated herein by reference
from Exhibit (4) of Form 8-K dated August 18, 1989
and Forms of Medium-Term Notes, Series B,
incorporated herein by reference from Exhibit
(4)(b) of Form 8-K dated September 14, 1989.
<PAGE>
(iv) 9-3/8% Notes due 1997. Form of Supplemental
Indenture No. 14 incorporated herein by reference
from Exhibit (4) of Form 10-K for the year ended
December 31, 1989.
(v) Medium-Term Notes, Series C, due from nine months
to 30 years from Date of Issue. Form of
Supplemental Indenture No. 15 incorporated herein
by reference from Exhibit 4(b) of Form S-3
Registration Statement (File no. 33-34762), dated
May 14, 1990.
(vi) Medium-Term Notes, Series C, due from nine months
(U.S. Issue)/184 days (Euro Issue) to 30 years
from Date of Issue. Amended and restated
Supplemental Indenture No. 16 incorporated herein
by reference from Exhibit (4) of Form 10-Q for the
period ended March 31, 1991.
(vii) 8-7/8% Debentures due 2011. Supplemental
Indenture No. 17 incorporated herein by reference
from Exhibit (4) of Form 8-K dated April 22, 1991.
(viii) Medium-Term Notes, Series D, due from nine months
(U.S. Issue)/184 days (Euro Issue) to 60 years
from Date of Issue. Supplemental Indenture No. 18
incorporated herein by reference from Exhibit 4(b)
of Form S-3 Registration Statement (File No. 33-
42642), dated September 10, 1991.
(ix) 7-3/8% Notes due July 15, 2002. Form of
Supplemental Indenture No. 19 incorporated herein
by reference from Exhibit (4) of Form 8-K dated
July 10, 1992.
(x) 6-3/4% Notes due February 15, 2003. Form of
Supplemental Indenture No. 20 incorporated herein
by reference from Exhibit (4) of Form 8-K dated
March 1, 1993.
(xi) 7-3/8% Debentures due July 15, 2033. Form of
Supplemental Indenture No. 21 incorporated herein
by reference from Exhibit (4)(a) of Form 8-K dated
July 15, 1993.
(xii) Medium-Term Notes, Series E, due from nine months
(U.S. Issue)/ 184 days (Euro Issue) to 60 years
from the Date of Issue. Supplemental Indenture
No. 22 incorporated herein by reference from
Exhibit 4(b) of Form S-3 Registration Statement
(File No. 33-60939), dated July 13, 1995.
(c) Form of Deposit Agreement dated as of November 25, 1992 by
and between McDonald's Corporation, First Chicago Trust
Company of New York, as Depositary, and the Holders from
time to time of the Depositary Receipts.
(d) Rights Agreement dated as of December 13, 1988 between
McDonald's Corporation and The First National Bank of
Chicago, incorporated herein by reference from Exhibit 1
of Form 8-K dated December 23, 1988.
(i) Amendment No. 1 to Rights Agreement incorporated
herein by reference from Exhibit 1 of Form 8-K
dated May 25, 1989.
(ii) Amendment No. 2 to Rights Agreement incorporated
herein by reference from Exhibit 1 of Form 8-K
dated July 25, 1990.
<PAGE>
(e) Indenture and Supplemental Indenture No. 1 dated as of
September 8, 1989, between McDonald's Matching and
Deferred Stock Ownership Trust, McDonald's Corporation and
Pittsburgh National Bank in connection with SEC
Registration Statement Nos. 33-28684 and 33-28684-01,
incorporated herein by reference from Exhibit (4)(a) of
Form 8-K dated September 14, 1989.
(f) Form of Supplemental Indenture No. 2 dated as of April 1,
1991, supplemental to the Indenture between McDonald's
Matching and Deferred Stock Ownership Trust, McDonald's
Corporation and Pittsburgh National Bank in connection
with SEC Registration Statement Nos. 33-28684 and 33-
28684-01, incorporated herein by reference from Exhibit
(4)(c) of Form 8-K dated March 22, 1991.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized on this
18th day of September, 1995.
McDONALD'S CORPORATION
By: /S/ G. Lowell Dixon
-------------------------------
G. Lowell Dixon
Vice President, Assistant General
Counsel and Assistant Secretary<PAGE>
Exhibit 4(a)
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SUPPLEMENTAL INDENTURE NO. 23
BETWEEN
McDONALD'S CORPORATION
AND
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
Trustee
-----------------
Dated as of September 11, 1995
-----------------
SUPPLEMENTAL TO INDENTURE
DATED AS OF MARCH 1, 1987
--------------------------------------------
<PAGE>
McDONALD'S CORPORATION
SUPPLEMENTAL INDENTURE NO. 23
Dated as of September 11, 1995
Series of 6 5/8% Notes due September 1, 2005
$150,000,000
Supplemental Indenture No. 23, dated as of September 11, 1995,
between McDONALD'S CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (hereinafter sometimes referred
to as the "Company"), and FIRST FIDELITY BANK, NATIONAL ASSOCIATION, a
national banking association, authorized to accept and execute trusts
(hereinafter sometimes referred to as the "Trustee"),
W I T N E S S E T H :
WHEREAS, The Company and the Trustee have executed and delivered an
Indenture dated as of March 1, 1987 (the "Indenture").
WHEREAS, Section 10.01 of the Indenture provides for the Company,
when authorized by the Board of Directors, and the Trustee to enter into
an indenture supplemental to the Indenture to establish the form or
terms of any series of Debt Securities as permitted by Sections 2.01 and
2.02 of the Indenture.
WHEREAS, Sections 2.01 and 2.02 of the Indenture provide for Debt
Securities of any series to be established pursuant to an indenture
supplemental to the Indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
series of Debt Securities provided for herein, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of
such series of Debt Securities, as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS.
SECTION 1.01. This Supplemental Indenture No. 23 constitutes an
integral part of the Indenture.
SECTION 1.02. For all purposes of this Supplemental Indenture:
(1) Capitalized terms used herein without definition shall have
the meanings specified in the Indenture;
<PAGE>
(2) All references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections of
this Supplemental Indenture No. 23; and
(3) The terms "hereof", "herein", "hereto", "hereunder" and
"herewith" refer to this Supplemental Indenture.
ARTICLE TWO
THE SERIES OF DEBT SECURITIES.
SECTION 2.01. There shall be a series of Debt Securities
designated the "6 5/8% Notes due September 1, 2005" (the "Notes"). The
Notes shall be limited to $150,000,000 aggregate principal amount.
SECTION 2.02. The principal amount of the Notes shall be payable
on September 1, 2005.
SECTION 2.03. The Notes will be represented by a global security
(the "'Global Security"). The Global Security will be deposited with,
or on behalf of, The Depository Trust Company (the "Depositary") and
registered in the name of a nominee of the Depositary. Except under
circumstances described below, the Notes will not be issuable in
definitive form.
Ownership of beneficial interests in the Global Security will be
limited to persons that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through
participants. Ownership of a beneficial interest in the Global Security
will be shown on, and the transfer of that beneficial interest will only
be effected through, records maintained by the Depositary or its nominee
(with respect to interests of participants) and on the records of
participants (with respect to interests of persons other than
participants).
So long as the Depositary or its nominee is the registered owner of
the Global Security, the Depositary or such nominee, as the case may be,
will be considered the sole owner or Holder of the Notes represented by
the Global Security for all purposes under the Indenture. Except as
provided below, owners of beneficial interests in the Global Security
will not be entitled to have Notes represented by the Global Security
registered in their names, will not receive or be entitled to receive
physical delivery of Notes in definitive form and will not be considered
the owners or Holders thereof under the Indenture.
Principal and interest payments on Notes represented by the Global
Security registered in the name of the Depositary or its nominee will be
made to the Depositary or its nominee, as the case may be, as the
registered owner of the Global Security.
<PAGE>
If the Depositary is at any time unwilling or unable to continue as
Depositary and a successor Depositary is not appointed by the Company
within 90 days, the Company will issue Notes in definitive form in
exchange for the entire Global Security. In addition, the Company may
at any time and in its sole discretion determine not to have the Notes
represented by the Global Security and, in such event, will issue Notes
in definitive form in exchange for the entire Global Security. In any
such instance, an owner of a beneficial interest in the Global Security
will be entitled to physical delivery in definitive form of Notes
represented by the Global Security equal in principal amount to such
beneficial interest and to have such Notes registered in its name.
Notes so issued in definitive form will be issued as registered Notes in
denominations of $1,000 and integral multiples thereof, unless otherwise
specified by the Company.
SECTION 2.04. The Notes shall bear interest at the rate of 6 5/8%
per annum, payable semi-annually on March 1 and September 1 of each
year, commencing March 1, 1996. The Notes shall be dated the date of
authentication as provided in the Indenture and interest shall be
payable on the principal represented thereby from the later of September
1, 1995, or the most recent interest payment date to which interest has
been paid or duly provided for.
The interest so payable, and punctually paid or duly provided for,
on any interest payment date shall be paid to the Holder in whose name
any Note is registered in the Debt Security Register at the close of
business on the February 15 or August 15 (whether or not a Business Day)
next preceding such interest payment date (the "Regular Record Date").
Any interest on any Note which is payable, but is not punctually
paid or duly provided for, on any interest payment date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the
Registered Holder on the relevant Regular Record Date by virtue of
having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) and
Clause (2) below:
(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Notes are registered at the
close of business on a Special Record Date (as defined below) for the
payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Note and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this SECTION 2.03 provided. Thereupon the
<PAGE>
Trustee shall fix a Special Record Date ("Special Record Date") for the
payment of such Defaulted Interest which shall be not more than 15 nor
less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefore to be mailed, first class postage
prepaid, to each Holder of Notes at his address as it appears in the
Debt Security Register, not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at the
expense of the Company, cause a similar notice to be published at least
once in an Authorized Newspaper in each Place of Payment, but such
publication shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Notes are registered on such Special Record
Date and shall no longer be payable pursuant to the following Clause
(2).
(2) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant to this
Clause, such payment shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each Note
delivered under this Supplemental Indenture No. 23 upon transfer of or
in exchange for or in lieu of any other Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such
other Note.
SECTION 2.05. The Place of Payment for the Notes shall be both the
City of New York, New York, and the City of Philadelphia, Pennsylvania.
The Trustee shall be the paying agent for the Notes in Philadelphia, and
Bankers Trust Company (or such other agent as may be appointed by the
Company and approved by the Trustee) shall be the paying agent for the
Notes in New York.
SECTION 2.06. The Notes are subject to redemption by the Company,
upon notice given as provided in Section 3.02 of the Indenture, at the
option of the Company, as a whole at any time or in part from time to
time, on any date after September 1, 2002 at a redemption price equal to
100% of the principal amount thereof, together with accrued interest to
the date of redemption.
SECTION 2.07. The Notes may be issued in denominations of $1,000
and any integral multiples thereof.
SECTION 2.08. The Notes shall be issuable as Fully Registered Debt
Securities without coupons.
SECTION 2.09. The Notes shall be in the form attached as Exhibit A
hereto.
<PAGE>
ARTICLE THREE
MISCELLANEOUS.
SECTION 3.01. The recitals of fact herein and in the Notes shall
be taken as statements of the Company and shall not be construed as made
by the Trustee.
SECTION 3.02. This Supplemental Indenture No. 23 shall be
construed in connection with and as a part of the Indenture.
SECTION 3.03. (a) If any provision of this Supplemental Indenture
No. 23 limits, qualifies, or conflicts with another provision of the
Indenture required to be included in indentures qualified under the
Trust Indenture Act of 1939 (as in effect on the date of this
Supplemental Indenture No. 23) by any of the provisions of Sections 310
to 317, inclusive, of the said Act, such required provisions shall
control.
(b) In case any one or more of the provisions contained in this
Supplemental Indenture No. 23 or in the Notes issued hereunder should be
invalid, illegal, or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected, impaired, prejudiced or
disturbed thereby.
SECTION 3.04. Whenever in this Supplemental Indenture No. 23
either of the parties hereto is named or referred to, this shall be
deemed to include the successors or assigns of such party, and all the
covenants and agreements in this Supplemental Indenture No. 23 contained
by or on behalf of the Company or by or on behalf of the Trustee shall
bind and inure to the benefit of the respective successors and assigns
of such parties, whether so expressed or not.
SECTION 3.05. (a) This Supplemental Indenture No. 23 may be
simultaneously executed in several counterparts, and all said
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
(b) The descriptive headings of the several Articles of this
Supplemental Indenture were formulated, used and inserted in this
Supplemental Indenture No. 23 for convenience only and shall not be
deemed to affect the meaning or construction of any of the provisions
hereof.
IN WITNESS WHEREOF, McDONALD'S CORPORATION has caused this
Supplemental Indenture No. 23 to be signed, acknowledged and delivered
by its President, Vice Chairman and Chief Financial Officer or Vice
President and Treasurer and its corporate seal to be affixed hereunto
and the same to be attested by its Secretary or Assistant Secretary, and
<PAGE>
FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee, has caused this
Supplemental Indenture No. 23 to be signed, acknowledged and delivered
by one of its Assistant Vice Presidents, and its seal to be affixed
hereunto and the same to be attested by one of its Authorized Officers,
all as of the day and year first written above.
McDONALD'S CORPORATION
[CORPORATE SEAL]
By: /S/ Carleton D. Pearl
------------------------
Vice President and Treasurer
Attest:
/s/ Gloria Santona
------------------------
Assistant Secretary
FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as
Trustee
[CORPORATE SEAL]
By: /S/ John Clapham
------------------------
Assistant Vice President
Attest:
/s/ Terence McPoyle
------------------------
Authorized Officer
<PAGE>
STATE OF ILLINOIS
SS:
COUNTY OF DuPAGE
On the 11th day of September, in the year one thousand nine hundred
ninety five, before me appeared Carleton D. Pearl to me personally
known, who being by me duly sworn, did say that he resides at McDonald's
Corporation, that he is Vice President and Treasurer of McDONALD'S
CORPORATION, one of the corporations described in and which executed the
above instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and
that he signed his name thereto by like authority.
/s/ Diane C. Leigh
---------------------------
Notary Public
STATE OF ILLINOIS
SS:
COUNTY OF COOK
On the 8th day of September, in the year one thousand nine hundred
ninety five, before me appeared John H. Clapham to me personally known,
who, being by me duly sworn, did say that he resides at 1502 Signal Hill
Lane, Berwyn, PA, that he is an Assistant Vice President of FIRST
FIDELITY BANK, NATIONAL ASSOCIATION, one of the corporations described
in and which executed the above instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument is such
corporate seal, that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by
like authority.
/s/ Ralph E. Jones
---------------------------
Notary Public
EXHIBIT 4(b)
THIS NOTE IS A REGISTERED GLOBAL NOTE AND IS REGISTERED IN THE NAME OF
CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, TO ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
REGISTERED FORM, THIS REGISTERED GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO
DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED McDonald's Corporation REGISTERED
Number 6 5/8% NOTE DUE SEPTEMBER 1, 2005
RU $150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580135 BL4
McDonald's Corporation, a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the "Company," which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of One Hundred Fifty Million
Dollars ($150,000,000) on September 1, 2005 and to pay interest thereon
to the Registered Holder hereof from September 1, 1995, or from the most
recent interest payment date to which interest has been paid or duly
provided for, semiannually on March 1 and September 1, in each year,
commencing March 1, 1996 at the rate of 6 5/8% per annum until the
principal hereof is paid or such payment is duly provided for. The
interest so payable, and punctually paid or duly provided for, on any
interest payment date will, as provided in said Indenture, be paid to the
Person in whose name this Note is registered at the close of business on
the record date for such interest, which shall be the February 15 or
August 15 (whether or not a Business Day) next preceding an interest
payment date. Payment of the principal of and interest on this Note will
be made at the designated office or agency of the Company maintained for
such purpose in the City of New York, New York and the City of
Philadelphia, Pennsylvania, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of
public and private debts or, at the option of the Company, interest so
payable may be paid by check to the order of said Holder mailed to his
address appearing on the Debt Security Register. Any interest not so
punctually paid or duly provided for shall be payable as provided in the
Indenture.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth in this place.
Unless the Certificate of Authentication hereon has been executed by
the Trustee referred to on the reverse hereof (or by an Authenticating
Agent, as provided in the Indenture) by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
In Witness Whereof, McDonald's Corporation has caused this Instrument to
be signed in its corporate name by the Chairman of the Board or its
President or one of its Vice Presidents manually or in facsimile and a
facsimile of its corporate seal to be imprinted hereon and attested by
the manual or facsimile signature of its Secretary or one of its
Assistant Secretaries.
Dated: September 11, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated herein
provided for in the withinmentioned Indenture.
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
as Trustee
By:
-------------------------
Authorized Officer
Attest:
--------------------------
Secretary
McDONALD'S CORPORATION
By:
-------------------------
Vice President and Treasurer
<PAGE>
McDONALD'S CORPORATION
6 5/8% NOTE DUE SEPTEMBER 1, 2005
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness of the Company (herein called "Debt
Securities") of a series hereinafter specified, all issued and to be
issued under an Indenture dated as of March 1, 1987 (herein called the
"Indenture"), between the Company and First Fidelity Bank, National
Association, (formerly Fidelity Bank, National Association), as Trustee
(herein called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Debt
Securities and the terms upon which the Debt Securities are, and are to
be, authenticated and delivered. The Debt Securities may be issued in
one or more series, which different series may be issued in various
currencies, may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates,
may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any), may
be subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided. This Note is one of a series of Debt
Securities of the Company designated as its 6 5/8% Notes due September 1,
2005 (herein called the "Notes"), limited in aggregate principal amount
to $150,000,000.
In the case where any interest payment date or the maturity date
does not fall on a Business Day, payment of interest or principal
otherwise payable on such day need not be made on such day, but may be
made on the next succeeding Business Day with the same force and effect
as if made on the interest payment date or the maturity date, as the case
may be, and no interest shall accrue for the period from and after such
interest payment date or the maturity date.
The Notes may, at the option of the Company, be redeemed as a whole
at any time or in part from time to time, on any date on or after
September 1, 2002, upon mailing a notice of such redemption not less than
30 nor more than 60 days prior to the date of redemption to the Holders
of Notes to be redeemed, as provided in the Indenture, at a redemption
price equal to 100% of the principal amount of the Notes, together with
accrued interest to the date of redemption.
In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof. Notes (or portions thereof
as aforesaid) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after
the date fixed for redemption.
If an Event of Default shall occur with respect to the Notes, the
principal of the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Debt Securities under
the Indenture at any time by the Company with the consent of the Holders
of 66 2/3% in aggregate principal amount of the Debt Securities at the
time Outstanding, as defined in the Indenture. The Indenture also
contains provisions permitting the Holders of a majority in aggregate
principal amount of the Notes at the time Outstanding, as defined in the
Indenture, on behalf of the Holders of all the Notes, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and of any Note
issued upon the transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note
or upon any Note issued upon the transfer hereof or in exchange therefor
or in lieu hereof.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, places, and rate, and in the coin and
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable on the Debt Security
Register of the Company, upon surrender of this Note for transfer at the
office or agency of the Company in the City of New York, New York, or the
City of Philadelphia, Pennsylvania, duly endorsed by or accompanied by a
written instrument of transfer in form satisfactory to the Company and
the Debt Security registrar, duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes,
of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and integral multiples thereof. As provided in
the Indenture and subject to certain limitations therein set forth, this
Note is exchangeable for a like aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder
surrendering the same.
No service charge will be made for any such transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
No recourse shall be made for the payment of the principal of or the
interest on this Note or for any claim based hereon or otherwise in any
manner in respect hereof, or in respect of the Indenture, against any
incorporator, stockholder, officer or director, as such past, present or
future, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitutional provision or statute or rule of
law, or by the enforcement of any assessment or penalty or in any other
manner, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the
face of this Instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with right of survivorship
UNIF GIFT MIN ACT - Custodian
----------------- -----------------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
----------------
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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the within Instrument of McDONALD'S CORPORATION and hereby does
irrevocably constitute and appoint
---------------------------------------------------------------- Attorney
to transfer the said Instrument on the books of the within-named Company,
with full power of substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within
Instrument in every particular, without alteration or
enlargement or any change whatever.
