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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
(DATED JULY 3, 1995)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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MCDONALD'S CORPORATION
(NAME OF ISSUER)
DEPOSITARY SHARES
EACH REPRESENTING 1/2,000 OF A SHARE OF
7.72% CUMULATIVE PREFERRED STOCK, SERIES E
(TITLE OF CLASS OF SECURITIES)
580135 30 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
SHELBY YASTROW
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
MCDONALD'S CORPORATION
ONE MCDONALD'S PLAZA
OAK BROOK, ILLINOIS 60521
(708) 575-6178
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
JUNE 5, 1995
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$466,875,000 $93,375
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*Determined pursuant to Rule 0-11(a)(4) under the Securities Exchange Act of
1934, as amended, solely for the purpose of calculating the filing fee, on
the basis of the average of the high and low prices reported as of June 1,
1995 on the New York Stock Exchange Composite Tape for the Depositary
Shares.
**The amount of the filing fee, calculated in accordance with Rule 0-11(b)(2)
under the Securities Exchange Act of 1934, as amended, equals one-fiftieth
of one percent of the value of the Securities to be acquired.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
under the Securities Exchange Act of 1934, as amended, and identify the
filing with which the offsetting fee was previously paid. Identify the
previous filing by Registration Statement number, or the Form or Schedule
and the date of its filing.
Amount Previously Paid: $158,277
Form or Registration No.: 33-58625
Filing Party: McDonald's Corporation
Date Filed: April 14, 1995
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AMENDMENT NO. 1 TO SCHEDULE 13E-4
This Amendment No. 1 dated July 3, 1995, supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (File No. 1-5231) filed with the Securities and
Exchange Commission on June 5, 1995 by McDonald's Corporation (the
"Corporation") in connection with the Form S-4 Registration Statement
(Registration No. 33-58625) regarding an offer by the Company to exchange up to
$450,000,000 aggregate principal amount of debentures designated as its 8.35%
Subordinated Deferrable Interest Debentures due 2025 (the "Debentures") for up
to 18,000,000 of the 20,000,000 outstanding Depositary Shares (the "Depositary
Shares"), each representing 1/2,000 of a share of 7.72% Cumulative Preferred
Stock, Series E of the Company.
On July 1, 1995, the Company issued a press release announcing that it
accepted for exchange all Depositary Shares validly tendered and not withdrawn,
pursuant to the terms and conditions of the exchange offer. The Company further
announced that it expects to deliver the Debentures on or about July 11, 1995,
following completion of the guaranteed delivery period. The Debentures will
commence trading on The New York Stock Exchange about that time. A copy of the
press release is filed with this Amendment No. 1 as Exhibit (a)(9).
The following information supplements the information previously included in
the Schedule 13E-4 filed on June 5, 1995.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(9) Form of Press Release dated July 1, 1995.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
McDONALD'S CORPORATION
/s/ Jack M. Greenberg
By __________________________________
Jack M. Greenberg
Vice Chairman, Chief Financial
Officer and Director
Dated: July 3, 1995
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INVESTOR RELEASE
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FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
July 1, 1995 Investors: Patty Paul, 708-575-3499
Media: Chuck Ebeling, 708-575-6150
McDONALD'S CORPORATION ACCEPTS PREFERRED STOCK
TENDERED IN EXCHANGE OFFER
OAK BROOK, IL--Today, McDonald's Corporation announced it accepted for exchange
all depositary shares representing its 7.72% Cumulative Preferred Stock, Series
E (the "Series E Preferred") validly tendered and not withdrawn, pursuant to the
terms and conditions of the exchange offer. The exchange offer expired at 12:00
midnight, New York City time, on Friday, June 30, 1995. Approximately 5,174,531
depositary shares representing the Series E Preferred have been tendered in the
exchange offer, of which approximately 62,280 depositary shares were tendered by
Notice of Guaranteed Delivery.
Pursuant to the exchange offer, McDonald's expects to deliver subordinated
deferrable interest debentures due 2025, bearing interest at 8.35%, paid
quarterly, on or about July 11, 1995, following completion of the guaranteed
delivery period. The debentures will commence trading on the New York Stock
Exchange about this time.
Vice Chairman and Chief Financial Officer Jack M. Greenberg said, "We
believe maintaining a strong capital base to support the growth potential of our
global business is essential. This preferred stock refinancing benefits the
Company's cash flow as the interest payable on the Debentures will be deductible
for U.S. federal income tax purposes while dividends on the Series E Preferred
stock are not."
Goldman, Sachs & Co., Merrill Lynch & Co., Morgan Stanley & Co.
Incorporated and Salomon Brothers Inc acted as dealer managers for the exchange
offer.
McDonald's is the largest and best known global foodservice retailer with
more than 15,300 locations in 81 countries. About 80 percent of McDonald's
restaurant businesses are locally owned and operated by independent
entrepreneurs.
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