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:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
8.35% Subordinated
Deferrable Interest New York Stock
Debentures due 2025 Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)<PAGE>
<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 dated June 5, 1995, as filed with the Securities
and Exchange Commission pursuant to Rule 424(b)(2) on June 5, 1995, on
pages 28 through 33 under the caption "Description of Debentures", which
information is incorporated herein by reference.
Item 2. Exhibits
1. 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.
2. 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.
3. Prospectus dated June 5, 1995 as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(2) on June 5, 1995,
incorporated herein by reference.
4. Pre-Effective Amendment No. 1 to Form S-4 Registration
Statement filed May 31, 1995 (File No. 33-58625), incorporated
herein by reference.
5. Indenture between the Registrant and First Fidelity Bank,
National Association, dated as of July 1, 1995, incorporated
herein by reference from Exhibit 4.1 of Pre-Effective Amendment
No. 1 to Form S-4 Registration Statement (File No. 33-58625) as
filed with the Securities and Exchange Commission on May 31,
1995.
6. Form of 8.35% Subordinated Deferrable Interest Debenture due
2025, incorporated herein by reference from Exhibit 4.2 of Pre-
Effective Amendment No. 1 to Form S-4 Registration Statement
(File No. 33-58625) as filed with the Securities and Exchange
Commission on May 31, 1995.
7. Instruments defining the rights of security holders, including
indentures:
(a) 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,<PAGE>
incorporated herein by reference from Exhibit
(4)(b) of Form 8-K dated September 14, 1989.
(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.
<PAGE>
(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.
(b) 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.
(c) 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.<PAGE>
(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.
(d) 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.
(e) 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
7th day of July, 1995.
McDONALD'S CORPORATION
By: /S/ GLORIA SANTONA
---------------------
Gloria Santona
Vice President,
Assistant General Counsel and
Assistant Secretary<PAGE>
