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Filed on November 7, 1995
Pursuant to Rule 424(b)(3)
of the Securities Act of 1933
Registration No. 33-00001
PROSPECTUS
McDONALD'S CORPORATION [LOGO]
11,500,000 Shares of Common Stock
(No Par Value)
MCDirect Shares
McDonald's Corporation ("McDonald's" or the "Company") hereby offers MCDirect
Shares (the "Plan"), a direct stock purchase plan designed to promote long-term
ownership among investors who are committed to investing a minimum amount and
building their McDonald's share ownership over time. Under the Plan,
. Persons who are not shareholders may enroll either by investing at least
$1,000 or by authorizing automatic monthly withdrawals ("Automatic
Investments") of at least $100.
. Shareholders who hold at least 25 shares of McDonald's common stock, no par
value ("Common Stock") in their name may enroll. Shareholders who hold less
than 25 shares in their name may enroll either by investing at least $1,000 or
by authorizing monthly Automatic Investments of at least $100.
. McDonald's System members may also join the Plan and invest in Common Stock by
authorizing payroll deduction contributions to the Plan of at least $40, if
offered by their employers.
. Cash dividends will automatically be reinvested in additional shares of Common
Stock.
. Once enrolled, participants may make additional investments of $100 or more.
. Shareholders may deposit their Common Stock certificates with the
Administrator for safekeeping, whether or not they participate in the Plan.
. Participants may establish an Individual Retirement Account ("IRA") which
invests in McDonald's stock through the Plan.
. Participants will be required to pay certain fees in connection with the Plan.
First Chicago Trust Company of New York has been appointed Administrator for the
Plan ("Administrator"). All Plan purchases will be made by the Administrator at
100% of the then current market price of the Common Stock, calculated as
described herein, either in the open market or from the Company.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 1, 1995.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
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TABLE OF CONTENTS
2 Available Information; Information Incorporated By Reference
3 McDonald's Corporation
3 MCDirect Shares
8 U.S. Federal Income Taxation
8 Use of Proceeds
8 Plan of Distribution
8 Legal Matters
8 Experts
8 Inquiries
AVAILABLE INFORMATION; INFORMATION INCORPORATED BY REFERENCE
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"), which may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: 7 World Trade Center, New York, New York 10048 and
500 W. Madison St., Suite 1400, Chicago, Illinois 60661. Copies of such
materials also can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Such reports, proxy statements and other information can also be inspected at
the offices of the New York and Chicago Stock Exchanges.
The McDonald's Annual Report on Form 10-K for the latest fiscal year, all
Quarterly Reports on Form 10-Q and/or Current Reports on Form 8-K filed by
McDonald's pursuant to Section 13 or 15(d) of the Exchange Act since the end of
such fiscal year, and the description of Common Stock which is contained in a
Registration Statement on the Company's Form 8 Amendment to Registration
Statement on Form 10, as filed with the Commission on April 23, 1991, including
any amendment or report filed for the purpose of updating such description, have
been filed with the Commission and are incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the termination of the offering
made hereby shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
McDonald's will provide without charge to each person to whom this Prospectus
is delivered, upon request, a copy of any of the documents incorporated herein
by reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests should be
directed to Investor Relations Service Center, McDonald's Corporation, Kroc
Drive, Oak Brook, Illinois 60521, telephone: 1-708-575-7428.
A McDonald's franchisee provides food services exclusively to U.S. government
personnel stationed at the U.S. naval station in Guantanamo Bay, Cuba. This
statement is made pursuant to the disclosure requirements of Florida law and is
accurate as of the date of the Prospectus. Investors may obtain current
information by contacting the Florida Department of Banking and Finance, The
Capitol, Tallahassee, Florida 32399-0350, telephone: 1-904-488-9805.
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McDONALD'S CORPORATION
The Company's principal executive offices are located at One McDonald's Plaza,
Oak Brook, IL 60521 telephone: (708) 575-3000. McDonald's Corporation and its
subsidiaries develop, operate, franchise and service a worldwide system of
restaurants which prepare, assemble, package and sell a limited menu of value-
priced foods. These restaurants are operated by the Company and its subsidiaries
or, under the terms of franchise agreements, by franchisees who are independent
third parties, or by affiliates operating under joint-venture agreements between
the Company or its subsidiaries and local business people. Uniform standards for
quality of product, cleanliness and efficiency, speed and service have been
established. The McDonald's System includes more than 17,400 restaurants
worldwide which are located in 85 countries.
McDIRECT SHARES
Purpose
MCDirect Shares is a direct stock purchase plan designed to promote long-term
ownership among investors who are committed to investing a minimum amount and
building their McDonald's share ownership over time.
Administration
First Chicago Trust Company of New York has been appointed to administer the
Plan, purchase and hold shares of stock acquired under the Plan, maintain
records, send statements of account to participants, and perform other duties
related to the Plan.
Eligibility
Any person or entity is eligible to participate in the Plan provided that (i)
such person or entity fulfills the requirements described below under
"Enrollment Procedures" and (ii) in the case of foreign investors, participation
is limited to shareholders and McDonald's System members whose participation
would not violate local laws and regulations. McDonald's franchisees and
suppliers, their employees and employee benefit plans, as well as employees of
McDonald's, its subsidiaries and affiliates are collectively referred to herein
as the "McDonald's System".
Regulations in certain countries may limit or prohibit participation in this
type of Plan. Therefore, persons residing outside the U.S. who wish to
participate in the Plan should first determine whether they are subject to any
governmental regulations prohibiting their participation.
Enrollment Procedures
Shareholders
Shareholders who hold at least 25 shares of Common Stock registered directly in
their name may join the Plan by completing an Enrollment Form. Shareholders who
hold less than 25 shares registered directly in their name may enroll either by
investing at least $1,000 or authorizing monthly Automatic Investments of at
least $100. See "Methods of Investment--Automatic Investment" on page 4.
Non-shareholders
Eligible investors may join the Plan by returning a completed Enrollment Form to
the Administrator. To enroll, investors must make an initial investment of at
least $1,000 or authorize Automatic Investments of at least $100 per month.
See" Methods of Investment--Automatic Investment" on page 4.
McDonald's System Members
If offered by their employers, McDonald's System members may also join the Plan
by returning a completed Enrollment Form to the Administrator and authorizing
payroll deduction contributions to the Plan of at least $40 per investment. See
"Methods of Investment--Payroll Deductions" on page 4.
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"Street Name" Holders
Owners of shares of McDonald's Common Stock held on their behalf by a bank,
broker, or trustee may join the Plan by registering at least 25 shares of Common
Stock directly in their name and by returning a completed Enrollment Form to the
Administrator. See "Transfer of Shares from Street Name" on page 5.
IRAs
In early 1996, individuals may establish an IRA which invests in McDonald's
stock through the Plan by returning a completed IRA Enrollment Form and making
an initial investment to the IRA of at least $1,000 or by transferring funds
having a fair market value of $1,000 on the enrollment date from an existing IRA
account, and by completing an IRA Enrollment Form and an IRA Funds Transfer
Form. These forms and a disclosure statement and are available from the
Administrator.
PARTICIPANTS WILL BE REQUIRED TO PAY CERTAIN FEES IN CONNECTION WITH THE PLAN,
INCLUDING AN ENROLLMENT FEE, AN ANNUAL ACCOUNT FEE AND, IF APPLICABLE, AN ANNUAL
IRA FEE. SEE "SERVICE FEES" ON PAGE 6.
Methods of Investment
A participant's total annual investment cannot exceed $250,000 per calendar year
and must be made in U.S. dollars. For the purpose of applying this limit, all
investments during any calendar year (including initial and ongoing investments,
but excluding dividend reinvestments and share deposits) are aggregated. No
interest will be paid on amounts held by the Administrator pending investment.
Check Investment
Participants may make investments of at least $100 per investment in the Plan by
mailing a check or money order payable to "First Chicago Trust Company of New
York" to the Administrator together with the detachable transaction form
("Transaction Form") from an account statement or transaction advice. Any
individual or entity (including, but not limited to, McDonald's, its
subsidiaries and affiliates) may make additional cash investments on behalf of
any participant or eligible investor as a gift, award or as an incentive for
future performance.
Automatic Investment
Participants may make automatic monthly investments through electronic
withdrawals of at least $100 from a predesignated account with a U.S. financial
institution. To initiate Automatic Investments, participants must complete and
return the Automatic Investment section of the Enrollment Form. Automatic
Investments will be initiated as promptly as practicable and, after initiated,
funds will be drawn on either the 15th of each month or the last day of each
month (whichever date the participant has designated), or if the date falls on a
bank holiday, the next business day. Participants should allow 4 to 6 weeks for
the first Automatic Investment to be initiated.
Participants may change or terminate Automatic Investments by notifying the
Administrator in writing at least six business days prior to the next Automatic
Investment date to be effective by that date.
Payroll Deductions
If offered by their employers, McDonald's System members may authorize payroll
deduction contributions to the Plan of at least $40 per investment. McDonald's
System members should contact their personnel department or human resources
representative to determine if payroll deductions are available to them and what
the procedures are for initiating, changing and terminating payroll
deductions.
Dividends
Dividends on all shares of Common Stock, including fractional shares, held in
the Plan by participants will be automatically reinvested in additional shares
of Common Stock, less applicable fees.
Participants will be required to pay certain fees in connection with the
purchase of shares of Common Stock under the Plan. See "Service Fees" on page 6.
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Transfer of Shares from Street Name
Beneficial owners whose shares are registered in the name of a bank, a broker, a
trustee or other agent may transfer these shares to a Plan account by directing
their agent to register these shares directly in their name and deliver a
certificate to them.
Purchases of Common Stock
At McDonald's discretion, Plan shares will be purchased by the Administrator
either on the open market or directly from McDonald's. Shares purchased by the
Administrator on the open market may be made on any stock exchange in the U.S.
where the Common Stock is traded, in the over-the-counter market, or by
negotiated transactions on such terms as the Administrator may reasonably
determine at the time of purchase. Any shares purchased by the Administrator
from McDonald's will be made in accordance with applicable requirements. Neither
McDonald's nor any participant shall have any authority or power to direct the
time or price at which shares may be purchased, or the selection of the broker
or dealer through or from whom purchases are to be made.
Purchases will be made weekly, but may be made daily when practicable. If any
such date is a day when the New York Stock Exchange is not open, purchases will
be made the next day. The price to participants of shares purchased under the
Plan will be 100% of the average price. In the case of purchases of Common Stock
on the open market, the average price will be the weighted average purchase
price of shares purchased on that date. In the case of purchases from
McDonald's, the average price is determined by averaging the high and low sales
prices of Common Stock as reported on the New York Stock Exchange Composite Tape
on that date.
Participants will be required to pay certain fees in connection with the
purchase of shares of Common Stock under the Plan. See "Service Fees" on page 6.
Sales of Common Stock
Participants (or non-Plan participants who hold shares in safekeeping) may sell
some or all of the whole shares held in their account by calling 1-800-Mc1-STCK
and selecting the appropriate automated option or by completing and returning
the appropriate section of a Transaction Form to the Administrator. The
Administrator, at its discretion, will sell those shares, along with shares to
be sold for other accounts, as promptly as practicable at 100% of the then
current market price of the Common Stock and will send the participant a check
or wire the sales proceeds, less applicable fees.
Participants will be required to pay certain fees in connection with the sale
of shares of Common Stock under the Plan. See "Service Fees" on page 6.
Withdrawal from the Plan
Participants may withdraw from the Plan by giving written notice to the
Administrator or by completing and returning the appropriate section of the
Transaction Form to the Administrator. Upon withdrawal, the Administrator will
transfer all shares of Common Stock held in the participant's Plan account to a
book-entry account maintained by the Administrator ("Book-Entry"), unless the
participant requests that the Administrator either (i) send the participant a
certificate for the number of whole shares held in the Plan account and a check
for the value of any fractional shares (based on 100% of the then current market
price of the Common Stock, less applicable fees); or (ii) sell all shares in the
Plan account as described under "Sales of Common Stock."
Any certificates issued upon withdrawal will be issued in the name or names in
which the account is maintained, unless otherwise instructed. If the certificate
is to be issued in a name other than that on the participant's Plan account, the
signature(s) on the instructions or stock power must be Medallion Guaranteed by
a financial institution participating in the Medallion Guarantee program. No
certificates will be issued for fractional shares.
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All notices of withdrawal will be duly processed by the Administrator and any
uninvested funds will be returned to the withdrawing participant as soon as
practicable, without interest. If a notice of withdrawal is received on or after
an ex-dividend date but before the related dividend payment date, the withdrawal
will be processed as described above and a separate dividend check will be
mailed to the participant as soon as practicable following the payment date.
Thereafter, dividends will be paid in cash unless and until the shareholder
rejoins the Plan.
Safekeeping
Both participants and non-participants may deposit some or all of their
certificates with the Administrator for safekeeping. Shares deposited will be
credited to the individual's account as maintained by the Administrator. By
using the Plan's safekeeping service, shareholders no longer bear the risk and
cost associated with the loss, theft, or destruction of stock certificates.
Shareholders using this service who are not Plan participants will receive
dividends in cash until they enroll in the Plan. Shares held in safekeeping may
be sold or transferred as described in "Sales of Common Stock" on page 5 and
"Gift/Transfer of Shares" below.
To deposit certificates in the Plan's safekeeping service, shareholders should
send their certificates by registered and insured mail to the Administrator with
written instructions to deposit such shares. The certificates should not be
endorsed and the assignment section should not be completed.
Gift/Transfer of Shares
Shareholders may transfer the ownership of some or all of their Plan shares or
shares held in safekeeping by sending the Administrator written, signed transfer
instructions. Signatures must be Medallion Guaranteed by a financial institution
participating in the Medallion Guarantee program.
Shares may be transferred to new or existing shareholders; however, a new Plan
account will not be opened as a result of a transfer of less than 25 shares.
<TABLE>
<CAPTION>
Service Fees
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<S> <C>
Annual Account Fee (charged in quarterly installments of $.75) $ 3.00
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Enrollment Fee $ 5.00
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Investment Fees*
via check or wire $ 5.00
via Automatic Investment $ 1.00
via payroll deduction $ .50
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Sales Fee* $10.00
Proceeds via wire* add $25.00
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Fee for Bounced Checks or Rejected Automatic Investments $20.00
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Annual IRA Fee $35.00
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</TABLE>
*Plus a $.10 per share trading fee which is capped at $5.00 per trade.
The Administrator will deduct the applicable fees from proceeds due from a sale,
funds received for investment or the payment of dividends. The Administrator
will charge applicable fees for IRA accounts as described in the disclosure
statement. If not paid separately, the annual IRA fee will be deducted from the
participant's initial investment. Thereafter, if not paid separately, the annual
IRA fee will be deducted from the participant's Plan account by selling
sufficient shares to cover the fee.
Because of the structure of the service fees, the cost of participation in the
Plan on a per share basis decreases as the number of shares held by a
participant in the Plan increases. Accordingly, shareholders are urged to
carefully consider the impact of the costs of participation in the Plan on
investment returns.
Communication
The Administrator will establish and maintain a separate account under the Plan
for each participant. Participants will receive transaction advices for account
activity (except reinvested dividends and payroll deductions) and quarterly
statements listing all transactions in the participant's account for that
quarter.
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Stock Splits; Stock Dividends; Other Distributions
In the event dividends are paid in Common Stock, or if Common Stock is
distributed in connection with any stock split or similar transaction, each
account shall be adjusted to reflect the receipt of the Common Stock so paid or
distributed.
Rights of Participants
All Common Stock purchased and/or held pursuant to the Plan will be held by the
Administrator, registered in a nominee name, as custodian. Participants will
receive all reports distributed to McDonald's shareholders, as well as proxy
materials, including a proxy covering all shares of Common Stock held in a
participant's Plan account, relating to any annual or special meeting of
McDonald's common shareholders. Plan shares will be voted as and to the extent
specified thereon by a participant. If a participant fails to vote Plan shares
prior to the fifth day before a shareholder meeting, the Administrator will vote
them in accordance with the majority of Plan shares voted by participants.
Responsibility of the Administrator and McDonald's
Neither McDonald's nor the Administrator will be liable for any act done in good
faith or for any good faith omission to act, including without limitation, the
failure to terminate a participant's account upon such participant's death prior
to receipt of notice in writing of such death, or any act or omission to act
with respect to the prices at which shares are purchased or sold for a
participant's account or the times at which such purchases or sales are made.
Each participant should recognize that neither McDonald's nor the
Administrator can assure a profit or protect against a loss on shares purchased
under the Plan. The establishment and maintenance of the Plan by McDonald's does
not constitute an assurance with respect to either the value of Common Stock or
whether the Company will continue to pay dividends on Common Stock or at what
rate.
Modification or Termination of the Plan
McDonald's may modify or terminate the Plan at any time and, in such event,
participants will be so notified. No modification or termination will affect
previously executed transactions. The Administrator also reserves the right to
change any administrative procedures of the Plan.
Interpretation of the Plan
McDonald's may in its absolute discretion interpret and regulate the Plan as
deemed necessary or desirable in connection with the operation of the Plan and
resolve questions or ambiguities concerning the various provisions of the Plan.
Governing Law
The Plan shall be governed by and construed in accordance with the laws of the
State of Illinois.
Change of Eligibility; Termination
The Administrator will from time to time review the status of participants to
determine whether they continue to be eligible to participate in the Plan. If
the Administrator determines that a participant no longer qualifies in any of
the categories listed above under "Eligibility," or if the Plan is terminated
for any reason whatsoever, the Administrator will so notify the participant in
writing. Not later than 30 days following such notice, the Administrator will
transfer all shares of Common Stock in the participant's Plan account to Book-
Entry, unless the participant requests that the Administrator (i) send the
participant a certificate for the number of whole shares held in the Plan
account and a check for the value of any fractional shares (based on the then
current market price, less applicable fees); or (ii) sell all shares in the Plan
account in the manner described on page 5 under "Sales of Common Stock." If a
participant's account is inactive over a long period of time and consists of
only a fractional share, the Administrator may close such account by notifying
this participant in writing and sending a check for the value of the fractional
share based on the last sale price for any whole shares sold.
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U.S. FEDERAL INCOME TAXATION
Cash dividends reinvested under the Plan will be taxable as having been received
by a participant, even though the participant has not actually received them in
cash. A participant will receive an annual statement from the Administrator
indicating the amount of reinvested dividends reported to the U.S. Internal
Revenue Service ("Service") as dividend income.
A participant will not realize gain or loss for U.S. Federal income tax
purposes upon the transfer of shares to the Plan or the withdrawal of whole
shares from the Plan. Participants will, however, generally realize gain or loss
upon the sale of shares (including the receipt of cash for fractional shares)
held in the Plan.
Plan participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the Plan. The Administrator is required to
withhold from dividends paid the appropriate amount determined in accordance
with Service regulations. Where applicable, this withholding tax is determined
by treaty between the U.S. and the country in which such participant resides.
Accordingly, the amount of any dividends, net of the applicable withholding tax,
will be credited to participant Plan accounts for investment in additional
shares of Common Stock.
The foregoing does not purport to be a comprehensive summary of all of the tax
considerations that may be relevant to a participant in the Plan. In addition,
special tax considerations may apply to certain participants, such as those
participating through an IRA. Therefore, participants are urged to consult their
tax advisors regarding the consequences of participation in the Plan.
USE OF PROCEEDS
McDonald's will receive proceeds from the purchase of Common Stock pursuant to
the Plan only to the extent that such purchases are made directly from
McDonald's, and not from open market purchases by the Administrator. Proceeds
received by McDonald's from such purchases shall be used for general corporate
purposes.
PLAN OF DISTRIBUTION
Common Stock offered pursuant to the Plan will be purchased in the open market
or, at McDonald's option, directly from McDonald's. Participants will be
required to pay certain fees in connection with the Plan. See "Service Fees" on
page 6 for a complete description. All other costs related to the administration
of the Plan will be paid by McDonald's.
LEGAL MATTERS
The legality of the Common Stock covered hereby has been passed upon for
McDonald's by Shelby Yastrow, Esq., Senior Vice President, General Counsel and
Secretary of McDonald's. Mr. Yastrow owns shares of Common Stock, both directly
and as a participant in various employee benefit plans, and he is eligible to
participate in the Plan.
EXPERTS
The consolidated financial statements of the Company included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein, and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
INQUIRIES
Telephone inquiries regarding Plan accounts may be directed to the Administrator
at 1-800-Mc1-STCK (U.S. and Canada) or 1-201-222-4990 (other countries call
collect) or 1-201-222-4945 TDD# for hearing impaired. Written inquiries should
be directed to McDonald's Shareholder Services, c/o First Chicago Trust Company
of New York, P.O. Box 2591, Jersey City, New Jersey 07303-2591, and should
include the transaction form, found at the bottom of each account statement, or
a letter which includes the participant's account number and states a reference
to the MCDirect Shares and a daytime telephone number.
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