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
-------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2361282
-------------------------- -----------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
One McDonald's Plaza
Oak Brook, Illinois 60521
-------------------------- -----------------------
(Address of principal (Zip Code)
executive offices)
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 - 7.05%
Debentures Due New York Stock Exchange
November 15,2025
---------------------------- ------------------------------
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 November 8, 1995 and Prospectus dated August 23,
1993, as filed with the Securities and Exchange Commission pursuant to Rule
424(b)(2), on pages S-3 through S-5 and 4 through 10 under the captions
"Description of Debentures" 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. 24 between the Registrant and First
Fidelity Bank, National Association, Trustee dated as of
November 13, 1995.
2. Form of 7.05% Debentures due November 15, 2025.
(b) The Exhibits listed below are incorporated herein by reference:
1. Prospectus Supplement dated November 8, 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.
(iv) 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.
(v) 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.
(vi) 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.
(vii) 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.
(viii) 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.
(ix) 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.
(x) 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.
(xi) 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.
(xii) 6-5/8% Notes due September 1, 2005. Form of
Supplemental Indenture No. 23 incorporated herein by
reference from Exhibit (4)(a) of Form 8-K dated
September 5, 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.<PAGE>
(ii) Amendment No. 2 to Rights Agreement incorporated herein
by reference from Exhibit 1 of Form 8-K dated July 25,
1990.
(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 17th day of
November, 1995.
McDONALD'S CORPORATION
By: /s/ Gloria Santona
----------------------------
Gloria Santona
Vice President, Associate General Counsel and
Assistant Secretary<PAGE>
EXHIBIT 4(a)
-------------------------------------------
SUPPLEMENTAL INDENTURE NO. 24
BETWEEN
McDONALD'S CORPORATION
AND
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
Trustee
-------------------
Dated as of November 13, 1995
-------------------
SUPPLEMENTAL TO INDENTURE
DATED AS OF MARCH 1, 1987
-------------------------------------------<PAGE>
McDONALD'S CORPORATION
SUPPLEMENTAL INDENTURE NO. 24
Dated as of November 13, 1995
Series of 7.05% Debentures due November 15, 2025
$150,000,000
Supplemental Indenture No. 24, dated as of November 13, 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. 24 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;
(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture No. 24; 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
"7.05% Debentures due November 15, 2025" (the "Debentures"). The Debentures
shall be limited to $150,000,000 aggregate principal amount.
SECTION 2.02. The principal amount of the Debentures shall be payable
on November 15, 2025.<PAGE>
SECTION 2.03. The Debentures 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 Debentures 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 Debentures 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 Debentures represented by the Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debentures in definitive form and will not be considered the owners or
Holders thereof under the Indenture.
Principal and interest payments on Debentures 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.
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 Debentures 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 Debentures represented by the
Global Security and, in such event, will issue Debentures 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 Debentures represented by the Global Security
equal in principal amount to such beneficial interest and to have such
Debentures registered in its name. Debentures so issued in definitive form
will be issued as registered Debentures in denominations of $1,000 and
integral multiples thereof, unless otherwise specified by the Company.
SECTION 2.04. The Debentures shall bear interest at the rate of 7.05%
per annum, payable semi-annually on May 15 and November 15 of each year,
commencing May 15, 1996. The Debentures 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 November 13, 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
Debenture is registered in the Debt Security Register at the close of
business on the May 1 or November 1 (whether or not a Business Day) next
preceding such interest payment date (the "Regular Record Date").
Any interest on any Debenture 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<PAGE>
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 Debentures 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 Debenture 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 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 Debentures 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 Debentures 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 Debentures 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 Debenture
delivered under this Supplemental Indenture No. 24 upon transfer of or in
exchange for or in lieu of any other Debenture shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Debenture.
SECTION 2.05. The Place of Payment for the Debentures 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 Debentures 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 Debentures in
New York.
SECTION 2.06. The Debentures may, at the option of the Company, be
redeemed in whole or from time to time in part, at any time on or after
November 15, 2005 upon notice given as provided in Section 3.02 of the
Indenture, at the following redemption prices (expressed in percentages of
principal amount):
If redeemed during the 12-month period beginning November 15,
2005 103.26% 2011 101.30%<PAGE>
2006 102.93% 2012 100.98%
2007 102.61% 2013 100.65%
2008 102.28% 2014 100.33%
2009 101.96% 2015 and
2010 101.63% thereafter 100.00%
together in each case with accrued interest to the date of redemption.
SECTION 2.07. The Debentures may be issued in denominations of $1,000
and any integral multiples thereof.
SECTION 2.08. The Debentures shall be issuable as Fully Registered Debt
Securities without coupons.
SECTION 2.09. The Debentures 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 Debentures 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. 24 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.
24 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. 24) 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. 24 or in the Debentures 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. 24 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. 24 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. 24 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. 24 for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.<PAGE>
IN WITNESS WHEREOF, McDONALD'S CORPORATION has caused this Supplemental
Indenture No. 24 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 FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, as Trustee, has caused this Supplemental Indenture No. 24 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 H. Clapham
---------------------------
Assistant Vice President
Attest:
/s/ Terence C. McPoyle
------------------------
Authorized Officer<PAGE>
STATE OF ILLINOIS
SS:
COUNTY OF DuPAGE
On the 13th day of November, 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/ Carol Wilson
---------------------------
Notary Public
STATE OF ILLINOIS
SS:
COUNTY OF COOK
On the 10th day of November, 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 1052 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<PAGE>
EXHIBIT 4(b)
THIS DEBENTURE IS A REGISTERED GLOBAL DEBENTURE 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 ENTITY 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 DEBENTURES
IN DEFINITIVE REGISTERED FORM, THIS REGISTERED GLOBAL DEBENTURE 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 7.05% DEBENTURE DUE NOVEMBER 15, 2025
RU $150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580135 BU4
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 November 15, 2025 and to pay interest thereon to the Registered Holder
hereof from November 13, 1995, or from the most recent interest payment date
to which interest has been paid or duly provided for, semiannually on May 15
and November 15, in each year, commencing May 15, 1996 at the rate of 7.05%
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 Debenture is registered at the close of business on
the record date for such interest, which shall be the May 1 or November 1
(whether or not a Business Day) next preceding an interest payment date.
Payment of the principal of and interest on this Debenture 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 Debenture 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 hereo n 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 Debenture 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.<PAGE>
Dated: November 13, 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:
--------------------------
Assistant Secretary
McDONALD'S CORPORATION
By:
-------------------------
Vice President and Treasurer<PAGE>
McDONALD'S CORPORATION
7.05% DEBENTURE DUE NOVEMBER 15, 2025
This Debenture 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 Debenture is one of a series of Debt
Securities of the Company designated as its 7.05% Debentures due November 15,
2025 (herein called the "Debentures"), 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 Debentures 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 November 15,
2005, 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 Debentures to be
redeemed, as provided in the Indenture, at the following redemption prices
(expressed in percentages of principal amount):
2005 103.26% 2011 101.30%
2006 102.93% 2012 100.98%
2007 102.61% 2013 100.65%
2008 102.28% 2014 100.33%
2009 101.96% 2015 and
2010 101.63% thereafter 100.00%
together in each case with accrued interest to the date of redemption.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof. Debentures (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 Debentures, the
principal of the Debentures 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
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 Debentures at the time Outstanding, as defined in the Indenture, on
behalf of the Holders of all the Debentures, 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 Debenture shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture 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 Debenture or upon any
Debenture issued upon the transfer hereof or in exchange therefor or in lieu
hereof.
No reference herein to the Indenture and no provision of this Debenture
pr 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
Debenture 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 Debenture is transferable on the Debt Security Register of the
Company, upon surrender of this Debenture 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 Debentures, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Debentures are issuable only as registered Debentures 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 Debenture
is exchangeable for a like aggregate principal amount of Debentures 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 Debenture is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all
other purposes whether or not this Debenture 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 Debenture 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 Debenture 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
and not as tenants in common
UNIF GIFT MIN ACT - Custodian
----------------- -----------------
(Cust) (Minor)
under Uniform Gifts to Minors<PAGE>
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.
