<PAGE>
As filed with the Securities and Exchange Commission on September 22, 1995.
File No. 33-00001
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
MCDONALD'S CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-2361282
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.)
ONE MCDONALD'S PLAZA
OAK BROOK, ILLINOIS 60521
(708) 575-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Post-Effective Amendment.
_____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] ___________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with the +
+ Securities and Exchange Commission. These securities may not be sold nor may +
+ offers to buy be accepted prior to the time the registration statement +
+ becomes effective. This prospectus shall not constitute an offer to sell or +
+ the solicitation of an offer to buy nor shall there be any sale of these +
+ securities in any State in which such offer, solicitation or sale would be +
+ unlawful prior to registration or qualification under the securities laws of +
+ any such State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated September 22, 1995
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 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") with the
Administrator.
. 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 SEPTEMBER 00, 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.
<PAGE>
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: (708) 575-5760.
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: (904) 488-9805.
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2
<PAGE>
McDONALD'S CORPORATION
The Company's principal executive offices are located at One McDonald's Plaza,
Oak Brook, IL 60521. 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 16,000 restaurants worldwide which are
located in 83 countries.
MCDirect Shares
Purpose
MCDirect Shares is a 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 applicable 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 may join the Plan by returning a completed Enrollment Form to the
Administrator. To enroll, shareholders must have at least 25 shares of Common
Stock registered directly in their name, or alternatively, (i) make an
investment of at least $1,000 or (ii) authorize Automatic Investments of at
least $100 per month. 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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3
<PAGE>
"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
Individuals may establish an IRA under 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 assets 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 Asset Transfer Form.
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
ADMINISTRATION FEE FOR IRAS. 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 at
any time 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 any 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 in order 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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4
<PAGE>
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
Plan shares will, at McDonald's discretion, 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 (000) 000-0000
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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5
<PAGE>
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" on page 6.
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 Plan Account Fee (charged in quarterly installments of $.75) $ 3.00
--------------------------------------------------------------------------------
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
via wire* $25.00
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Fee for Bounced Checks or Rejected Automatic Investments $20.00
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Annual IRA Fee $50.00
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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. 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 quarterly statements listing all
transactions in the participant's account for that quarter.
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6
<PAGE>
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 above 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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<PAGE>
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 "Services 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 0-000-000-0000 (U.S. and Canada) or 0-000-000-0000 (call collect) (other
countries). 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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8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
An itemized statement of the amount of all expenses incurred by the Company
in connection with the issuance and distribution of the Common Stock registered
hereunder. All of the amounts are estimated, except the Securities and Exchange
Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........ $25,750
Printing Expenses.......................................... 45,000
Accounting Fees and Expenses............................... 10,000
Legal Fees and Expenses.................................... 10,000
Blue Sky Fees and Expenses................................. 5,000
Miscellaneous Expenses..................................... 3,000
-------
Total................................................ $98,750
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "GCL") provides
for indemnification of directors and officers against any legal liability (other
than liability arising from derivative suits) if the director or officer acted
in good faith and in a manner that he or she reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
director or officer must also have had no reasonable cause to believe that his
or her conduct was unlawful. A corporation may indemnify a director or officer
in a derivative suit if the director or officer acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation unless the director or officer is found liable to
the corporation (in which case a court may permit indemnity for such director or
officer to the extent it deems proper).
Article V of the Company's By-Laws provides that the Company shall
indemnify and hold harmless each director and officer to the fullest extent
permitted under the GCL, provided that the person seeking indemnification has
met the applicable standard of conduct set forth in the By-Laws. Such
indemnification could cover all expenses as well as liabilities and losses
incurred by directors and officers. The Board of Directors has the authority by
resolution to provide for other indemnification of directors and officers as it
deems appropriate.
The By-Laws further provide that the Company may maintain insurance at its
expense to protect any director or officer against any expenses, liabilities or
losses, whether or not the Company would have the power to indemnify such
director or officer against such expenses, liabilities or losses under the GCL.
Pursuant to this provision, the Company maintains insurance against any
liability incurred by its directors and officers in defense of any action in
which they are made parties by reason of their positions as directors and
officers.
ITEM 16. EXHIBITS.
Exhibit No. Description of Document
----------- -----------------------
5.1 Opinion and Consent of Shelby Yastrow, Senior Vice President,
General Counsel and Secretary of the Company
12.1 Statement re: Computation of Ratios*
23.1 Consent of Ernst & Young LLP, independent auditors
II-2
<PAGE>
23.2 Consent of Shelby Yastrow, Senior Vice President, General Counsel
and Secretary of the Company, included in Exhibit 5.1
24 Power of Attorney**
99.1 Form of MCDirect Shares Brochure
99.2 Form of Introduction Letters
----------------
* Exhibit 12.1 above was previously filed as Exhibit 12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and is
incorporated herein by reference.
** Previously filed
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b), if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of Oak
Brook, State of Illinois, on September 21, 1995.
McDONALD'S CORPORATION
By /s/ JACK M. GREENBERG
--------------------------------
Jack M. Greenberg
Vice Chairman, Chief Financial
Officer and Director
---------------------
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities indicated, on September
21, 1995.
Signature Title
--------- -----
Director
-----------------------------
Hall Adams, Jr.
/s/ ROBERT M. BEAVERS, JR.* Senior Vice President and Director
-----------------------------
Robert M. Beavers, Jr.
President and Chief Executive Officer--
----------------------------- McDonald's International and Director
James R. Cantalupo
/s/ GORDON C. GRAY* Director
-----------------------------
Gordon C. Gray
/s/ JACK M. GREENBERG Vice Chairman, Chief Financial Officer and
----------------------------- Director
Jack M. Greenberg
Director
-----------------------------
Donald R. Keough
/s/ DONALD G. LUBIN* Director
-----------------------------
Donald G. Lubin
Director
-----------------------------
Andrew J. McKenna
II-5
<PAGE>
Signature Title
--------- -----
/s/ MICHAEL R. QUINLAN* Chairman, Chief Executive Officer and Director
-----------------------------
Michael R. Quinlan
/s/ EDWARD H. RENSI* President and Chief Executive Officer--
----------------------------- McDonald's U.S.A. and Director
Edward H. Rensi
Director
-----------------------------
Terry Savage
Senior Executive Vice President, Chief
----------------------------- Marketing Officer and Director
Paul D. Schrage
/s/ BALLARD F. SMITH* Director
-----------------------------
Ballard F. Smith
Director
-----------------------------
Roger W. Stone
/s/ ROBERT N. THURSTON* Director
-----------------------------
Robert N. Thurston
/s/ FRED L. TURNER* Senior Chairman and Director
-----------------------------
Fred L. Turner
Director
-----------------------------
B. Blair Vedder, Jr.
/s/ MICHAEL L. CONLEY Senior Vice President and Controller
-----------------------------
Michael L. Conley
*By: /s/ JACK M. GREENBERG
------------------------
Jack M. Greenberg
Attorney-in-Fact
II-6
<PAGE>
[LETTER HEAD OF McDONALD'S]
EXHIBIT 5.1
September 22, 1995
McDonald's Corporation
One McDonald's Plaza
Oak Brook, IL 60521
Ladies and Gentlemen:
A Post-Effective Amendment No. 2 to Registration Statement No. 33-00001 on Form
S-3 ("Registration Statement") is being filed on or about the date of this
letter with the Securities and Exchange Commission relating to the proposed
offering of 11,500,000 shares (the "Shares") of common stock, without par value
("Common Stock"), of McDonald's Corporation (the "Company") pursuant to the
terms of the Company's stock purchase plan, MCDirect Shares (the "Plan").
In my capacity as Senior Vice President, General Counsel and Secretary, I have
examined and am familiar with the corporate records of the Company, including
its Certificate of Incorporation, as amended and restated, its By-Laws, and
minutes of directors' and shareholders' meetings, and other documents (including
the Plan and any amendments thereto), which I have deemed relevant or necessary
as the basis for my opinion as hereinafter set forth.
Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.
2. The Shares to be offered pursuant to the Plan are duly authorized, and when
delivered in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
<PAGE>
McDonald's Corporation
Page 2
September 22, 1995
I consent to the inclusion of this opinion as an exhibit to the Post-Effective
Amendment No. 2 to the Registration Statement referred to above and to the
reference to me in such Amendment.
Very truly yours,
/s/ Shelby Yastrow
Shelby Yastrow
<PAGE>
Exhibit 23.1
We consent to the reference to our firm under the caption "Experts" in Post-
Effective Amendment No. 2 to the Registration Statement (Form S-3 No. 33-00001)
and related Prospectus of McDonald's Corporation for the registration of
11,500,000 shares of its common stock and to the incorporation by reference
therein of our report dated January 26, 1995, with respect to the consolidated
financial statements of McDonald's Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1994, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
September 22, 1995
<PAGE>
Exhibit 99.1
(Illustration of street corner, office buildings, pedestrians, and cars. Street
signs labeled, "McDonald's", and "Wall Street.")
McDonald's Corporation Stock Purchase Plan
MCDirect Shares (illustration of Golden Arches logo.)
(This is printed vertically in a border on the right vertical side of the page.)
<PAGE>
Dear Investor:
McDonald's is the largest and best-known global foodservice retailer today, with
more than 16,000 locations in 83 countries. Yet, on any given day, even as the
market leader, McDonald's serves less than one percent of the world's
population. To capitalize on this enormous opportunity, we continue to
challenge ourselves to reach even higher levels of excellence in understanding
and meeting the needs and expectations of our customers.
Our vision is to dominate the global foodservice marketplace by being the
customers' first choice for food service. Our goals to achieve this vision are
to improve customer satisfaction, increase market share by accelerating
expansion and growing sales at existing restaurants, and enhance profitability
and returns.
As a long-time supporter of individual investors, our new stock purchase plan,
"MCDirect Shares," is designed to promote long-term ownership among individual
investors who are committed to investing a minimum amount and building their
McDonald's share ownership over time.
I look forward to sharing ownership of McDonald's and our future with you.
Sincerely,
/s/ Michael R. Quinlan
Michael R. Quinlan
Chairman and Chief Executive Officer,
Shareholder
October __, 1995
<PAGE>
About McDonald's . . .
McDonald's many STRENGTHS have made us the leading foodservice organization in
the global consumer marketplace today:
. One of the strongest BRAND names in the world; our marketing and promotional
activities are designed to nurture our brand by focusing on value, taste, and
customer satisfaction.
. Our COMMITMENT TO FRANCHISING awards restaurants to full-time, on-premise
owner/operators with an equity interest in their McDonald's restaurant
business. They contribute to McDonald's revenues by paying rents and service
fees based on sales.
. Our ADVANCED OPERATIONAL SYSTEMS combine stringent product standards, strict
operating procedures, and close working relationships among thousands of
dedicated employees, franchisees and suppliers, which are designed to produce
a 100% McDonald's experience: hot and tasty food, fast and friendly service,
and accurate orders.
. Our supply network seeks to optimize supply sources in markets around the
world. The result is a GLOBAL, LOWER-COST, HIGH-QUALITY, FLEXIBLE SUPPLY
INFRASTRUCTURE. We maintain a sense of loyalty and fairness toward our
suppliers, many of whom have responded to our needs by investing capital in
manufacturing and processing facilities, and by advancing new technology and
ideas.
McDonald's current global leadership position reflects the hard work of the men
and women of the McDonald's System -- our employees, franchisees, joint-venture
partners and suppliers. Together we are striving to improve our market share
and competitive position and achieve 100 percent customer satisfaction.
COMPOUND ANNUAL TOTAL RETURN TO INVESTORS
for the ten-year period ended December 31, 1994
a bar chart depicting compound annual total return to investors for the ten year
period ending December 31, 1994 for the following:
<TABLE>
<S> <C>
McDonald's common stock 19.0%
Dow Jones Industrial Average 16.1
Standard & Poor's 500 14.4
Wilshire 5000 13.9
Lehman Brothers Government/Corporate Bond Index 9.8
Donoghue Money Fund 5.9
</TABLE>
<PAGE>
MARKET PRICE PER COMMON SHARE
in dollars
a line graph depicting McDonald's quarterly stock price range and price at
quarter end for:
<TABLE>
<CAPTION>
High Low End
<S> <C> <C> <C>
1991, First Quarter 17.688 13.063 17.375
Second Quarter 18 15.625 16.438
Third Quarter 17.938 15 17.5
Fourth Quarter 19.9375 16.438 19
1992, First Quarter 22.5 19.188 19.938
Second Quarter 23.75 19.688 23
Third Quarter 23.625 20.563 22.188
Fourth Quarter 25.188 20.438 24.375
1993, First Quarter 27.125 23.375 26.375
Second Quarter 26.75 22.75 24.5
Third Quarter 27.75 24.125 25.875
Fourth Quarter 29.5 25.625 28.5
1994, First Quarter 31.25 27.25 28.375
Second Quarter 31.375 27.625 28.875
Third Quarter 29.75 25.625 26.375
Fourth Quarter 29.875 25.875 29.25
1995, First Quarter 35.75 28.625 34.125
Second Quarter 39.25 33.75 39.125
</TABLE>
COMPOUND ANNUAL GROWTH RATES
for the ten-year period ended December 31, 1994
-----------------------------------------------------------------
Systemwide sales 10.0%
-----------------------------------------------------------------
U.S. 6.4
-----------------------------------------------------------------
Outside of the U.S. 19.0
-----------------------------------------------------------------
Total revenues 9.5
-----------------------------------------------------------------
Operating income 10.7
-----------------------------------------------------------------
U.S. 5.4
-----------------------------------------------------------------
Outside of the U.S. 22.7
-----------------------------------------------------------------
Net income 12.1
-----------------------------------------------------------------
Net income per common share 13.1
-----------------------------------------------------------------
Cash provided by operations 10.6
-----------------------------------------------------------------
Total assets 12.4
-----------------------------------------------------------------
Total shareholders' equity 13.1
-----------------------------------------------------------------
Total return to investors on common stock 19.0
-----------------------------------------------------------------
These results are not indicative of future performance, which will depend upon a
variety of factors.
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL SUMMARY 1994 1993 1992 1991 1990
(Dollars rounded to millions, except per common share data and average restaurant sales)
<S> <C> <C> <C> <C> <C>
Systemwide sales $25,987 23,587 21,885 19,928 18,759
U.S. $14,941 14,186 13,243 12,519 12,252
Outside of the U.S. $11,046 9,401 8,642 7,409 6,507
Systemwide sales by type
Operated by franchisees $17,146 15,756 14,474 12,959 12,017
Operated by the Company $ 5,793 5,157 5,103 4,908 5,019
Operated by affiliates $ 3,048 2,674 2,308 2,061 1,723
Average sales by restaurants open at
least one year, in thousands $ 1,800 1,768 1,733 1,658 1,649
Revenues from franchised restaurants $ 2,528 2,251 2,031 1,787 1,621
Total revenues $ 8,321 7,408 7,133 6,695 6,640
Operating income $ 2,241 1,984 1,862 1,679 1,596
Income before provision for income taxes $ 1,887 1,676 1,448 1,299 1,246
Net income $ 1,224 1,083 959 860 802
Cash provided by operations $ 1,926 1,680 1,426 1,423 1,301
Financial position at year end
Net property and equipment $11,328 10,081 9,597 9,559 9,047
Total assets $13,592 12,035 11,681 11,349 10,668
Long-term debt $ 2,935 3,489 3,176 4,267 4,429
Total shareholders' equity $ 6,885 6,274 5,892 4,835 4,182
Per common share*
Net income $ 1.68 1.45 1.30 1.17 1.10
Dividends declared $ .23 .21 .20 .18 .17
Total shareholders' equity at year end $ 9.20 8.12 7.39 6.73 5.82
Market price at year end $29 1/4 28 1/2 24 3/8 19 14 1/2
Systemwide restaurants at year end 15,205 13,993 13,093 12,418 11,803
Operated by franchisees 10,458 9,832 9,237 8,735 8,131
Operated by the Company 3,083 2,699 2,551 2,547 2,643
Operated by affiliates 1,664 1,462 1,305 1,136 1,029
U.S. 9,744 9,283 8,959 8,764 8,576
Outside of the U.S. 5,461 4,710 4,134 3,654 3,227
Number of countries at year end 79 70 65 59 53
</TABLE>
*Restated for two-for-one common stock split in June 1994.
This summary should be read in conjunction with the full financial statements of
the Company, which are contained in the Company's 1994 Annual Report on Form
10-K and are incorporated by reference in the accompanying Prospectus.
<PAGE>
Key competitive strategies...
1994 Highlights
. nearly $26.0 billion in Systemwide sales
. over $2.2 billion in operating income
. over $1.2 billion in net income
. an asset base reaching $13.6 billion
Pie charts depicting
<TABLE>
<CAPTION>
1989 1994
Outside Outside
Total U.S. the U.S. Total U.S. the U.S.
<S> <C> <C> <C> <C> <C> <C>
Restaurants 11,162 8,576 3,227 15,205 9,744 5,461
Systemwide $17.3 12.0 5.3 $26.0 15.0 11.0
sales
(billions)
Operating $1.4 1.0 .4 $2.2 1.1 1.1
income
(billions)
Assets $9.2 5.7 3.5 $13.6 6.7 6.9
(billions)
</TABLE>
OUR KEY COMPETITIVE STRATEGIES
Despite today's global leadership position, we are not satisfied. We want to
create or increase the gaps between us and our competitors so that we dominate
in every market around the world. In our effort to achieve this vision, we will
focus intensely on customer satisfaction, market share and profitability.
Supporting this focus are three competitive strategies: Convenience, Value, and
Execution.
. CONVENIENCE . . . Making McDonald's easy to visit by adding both
traditional and innovative locations worldwide, wherever people live,
work, shop, play or gather.
. VALUE . . . Supporting value pricing for customers by using McDonald's
economies of scale to lower development and operating costs.
. EXECUTION . . . Satisfying customers by understanding and anticipating
their changing needs and providing a 100 percent McDonald's experience:
hot and tasty food, fast and friendly service, and accurate orders.
These strategies have supported McDonald's growth by satisfying millions of
customers around the world each day. Likewise, McDonald's seeks to apply these
same strategies to our stock purchase plan, MCDirect Shares.
<PAGE>
About MCDirect Shares . . .
CONVENIENCE
INITIAL STOCK PURCHASES
It's convenient to make your initial purchase of McDonald's stock. First, read
the accompanying prospectus and the instructions on the enclosed enrollment
form. Then, simply send a check or money order for $1,000 or more to First
Chicago Trust Company, the Plan administrator, or sign up for the automatic
investment option described below. A $5 enrollment fee will be deducted from
initial investments. Shares are generally purchased weekly, and daily when
practical.
ADDITIONAL STOCK PURCHASES
(Illustration of female holding a ladder for male who is climbing to drop a coin
into a Ronald McDonald bank while a third person looks on. Caption: "MCDirect
Shares makes investing in McDonald's convenient.")
After you are enrolled in MCDirect Shares, you may buy additional shares
through:
INVESTMENT BY CHECK OR MONEY ORDER
You may send a check or money order for at least $100 and the detachable
transaction form on the bottom of your account statement or transaction advice
to First Chicago Trust Company. They do the investing for you. Your
investment, less applicable fees, will buy full and fractional shares of
McDonald's common stock.
AUTOMATIC INVESTMENTS
You may authorize automated withdrawals for as little as $100 from your U.S.
bank account. After the authorization, your money, less applicable fees, is
automatically invested.
TOTAL INVESTMENTS
Investments, whether by check and/or automated withdrawal, cannot exceed
$250,000 per year.
Note: Members of the McDonald's System may be eligible to invest through
automatic payroll deductions. Please see your employer for details.
DIVIDEND REINVESTMENT
Dividends on shares held in the MCDirect Shares Plan will be reinvested, less
applicable fees. Under U.S. Federal tax law, dividends are subject to tax,
whether paid in cash or reinvested.
<PAGE>
VALUE
PURCHASES
MCDirect Shares makes buying McDonald's stock more cost-effective when compared
to traditional means. To buy stock, the fee is 10 cents per share (with a $5
maximum), plus a processing fee of $5 if paid by check or $1 if paid by
automated withdrawal.
SALES
Under MCDirect Shares, you may sell some or all of your whole shares of
McDonald's stock. As with purchases, First Chicago Trust Company will handle
stock sales, at a lower cost than more traditional means. You will be charged 10
cents per share (with a $5 maximum) plus a $10 processing fee per sale. Shares
will generally be sold weekly, and daily when practical.
ADMINISTRATION
A $5 enrollment fee will be deducted from your initial investment and a $3
annual fee will be deducted in quarterly installments from cash dividends to be
reinvested.
(Illustration of street corner, office buildings, pedestrians, and cars. Street
signs labeled, "McDonald's", and "Wall Street." Caption: "MCDirect Shares
makes investing in McDonald's more affordable.")
SAFEKEEPING
By using MCDirect Shares' "safekeeping" feature, you do not have to worry about
loss, theft or damage of your McDonald's stock certificates. Shares purchased
through MCDirect Shares will be held in an account in your name. You may also
deposit any McDonald's stock certificates you already own in your account for
safekeeping. If you should want a certificate sent to you, we'll do so promptly
at no cost.
<PAGE>
EXECUTION
RECORDKEEPING
To simplify financial recordkeeping, you will receive quarterly statements
detailing year-to-date activity in your account. Each statement will include a
tear-off form for making additional purchases and requesting other transactions.
You will also receive a transaction advice after each investment or transaction.
IRA
You can use MCDirect Shares to establish an Individual Retirement Account (IRA)
which invests in McDonald's stock. To do this, you can either roll over funds
from an existing IRA (or other qualified plan distribution) valued at $1,000 or
more, or you can make an initial IRA investment of $1,000 or more. There is an
annual service fee of $50 for IRAs. Call xxx-xxx-xxxx for IRA enrollment
materials. Because special tax consequences may apply if you participate in the
Plan through an IRA, you are urged to consult your tax advisor regarding such
participation.
GIFTS AND TRANSFERS
MCDirect Shares allows you to transfer shares of McDonald's stock from your Plan
account, without charge. A recipient who owns 25 shares or more may enroll in
MCDirect Shares.
(Illustration of bear and bull facing each other, nose to nose, with a road
leading to the Golden Arches. Caption: "MCDirect Shares provides customized
services for long-term investors.")
<PAGE>
ENROLLMENT
MCDirect Shares makes investing more convenient and cost-effective. If you want
these benefits, join the Plan and invest in McDonald's.
. 1 IF YOU ARE NOT A MCDONALD'S SHAREHOLDER,
complete the enclosed enrollment form and either make an initial
investment of $1,000 or more, or sign up for monthly automatic
investments of $100 or more.
. 2 IF YOU ARE A MCDONALD'S SHAREHOLDER,
and hold 25 or more shares in your name, complete and return the
enclosed enrollment form. If you own less than 25 shares, you must also
make an initial investment of $1,000 or more, or sign up for monthly
automatic investments of $100 or more.
. 3 IF YOU ARE A MEMBER OF THE MCDONALD'S SYSTEM,
you may be eligible to enroll through automatic payroll deductions.
Please see your employer for details.
Note: This Plan may not be available in all U.S. states and in some
countries outside of the U.S. because of local laws.
--------------------------------------------------------------------
The information contained in this brochure is as of _____,
1995 and highlights some of the aspects of the Company's
business, but is not a complete description of the Company,
its activities or its prospects. This brochure should be read
in conjunction with the accompanying Prospectus and the documents
incorporated by reference therein. Unless read in conjunction
with the accompanying prospectus, this brochure does not constitute
an offer to sell or the solicitation of an offer to buy. There shall
be no sale of these securities in any state or country in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
country.
--------------------------------------------------------------------
<PAGE>
Exhibit 99.2
FORM OF INTRODUCTION LETTER TO:
DRP AND SSPP PARTICIPANTS
Date:
Dear Fellow Shareholder:
McDonald's is pleased to introduce MCDIRECT SHARES - a 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.
McDirect Shares will REPLACE the current Dividend Reinvestment Plan (DRP) and
System Stock Purchase Plan (SSPP) effective December 31, 1995. As a current DRP
or SSPP participant, YOU WILL AUTOMATICALLY BE ENROLLED in MCDirect Shares
unless you return part A of the enclosed form by DECEMBER 8. This automatic
enrollment means you do not need to meet the minimum eligibility requirements to
participate in the new Plan and the $5 enrollment fee will be waived. However,
if you decide not to join the new Plan now but decide to enroll after December
8, you must pay the enrollment fee and meet the eligibility requirements of
either (1) owning 25 or more shares of McDonald's stock, or (2) making an
initial cash investment of $1,000 or more, or (3) authorizing automatic monthly
investments of $100 or more to be deducted from your U.S. bank account.
Separately, parts B and C of the enclosed form allow you to change or authorize
automatic monthly investments via direct withdrawal from your U.S. bank account,
or make an optional cash investment, respectively.
Modest fees, as described in the prospectus, will be charged for participating
in the new Plan starting January 1, 1996. These fees enable us to cost-
effectively make the Plan available by partially offsetting the cost of
servicing Plan participants.
Plan highlights are on reverse side. Please read the enclosed prospectus for
complete Plan details.
Thank you for your support and loyalty as a customer and a shareholder.
Sincerely,
Lisa Ivinjack Ciota,
Manager, Investor Services
Shareholder
QUESTIONS ABOUT MCDIRECT SHARES OR YOUR ACCOUNT?
CALL X-XXX-XXX-XXXX
<PAGE>
MCDIRECT SHARES PURCHASE PLAN
HIGHLIGHTS
PLEASE READ THE ENCLOSED PROSPECTUS FOR COMPLETE TERMS AND CONDITIONS
OF THE PLAN
CASH INVESTMENTS
----------------
Effective January 1, 1996:
. Purchases will be made daily when practical, but at minimum weekly.
. Minimum optional cash investment will be $100.
. Automatic monthly investments via direct withdrawal from a U.S. bank
account must be at least $100. To increase your automatic monthly
investment amount or begin making automatic monthly investments, complete
and return part B of the enclosed form.
. If available, minimum payroll deduction contributions accepted from
McDonald's System members will be $40 per investment.
DIVIDEND REINVESTMENT
---------------------
. Cash dividends, less applicable account fees, will automatically be
reinvested in additional shares of common stock.
INITIAL STOCK PURCHASES
-----------------------
New investors can make their first purchase through the Plan by either:
. investing $1,000 or more, or
. authorizing automatic monthly investments of at least $100 per month.
A $5 enrollment fee plus applicable investment fees will be deducted from the
initial investment.
LOW FEES
--------
Plan fees are deducted prior to investing funds:
. The fees for investments made via check or money order are 10 cents per
share - capped at $5 - plus $5.
. Automatic monthly investment fees are 10 cents per share - capped at $5 -
plus $1.
. A $3 annual Plan account fee will be deducted in quarterly installments
when cash dividends are reinvested.
OTHER SERVICES AVAILABLE -- (see prospectus for more information)
-------------------------
Certificate Safekeeping Individual Retirement Account Sale of Plan Shares
QUESTIONS ABOUT MCDIRECT SHARES OR YOUR ACCOUNT?
CALL X-XXX-XXX-XXXX
<PAGE>
FORM OF INTRODUCTION LETTER TO:
NON-PLAN SHAREHOLDERS OF RECORD
Date:
Dear Shareholder:
McDonald's is pleased to introduce MCDIRECT SHARES - a 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.
WE ARE EXTENDING A SPECIAL INVITATION TO EXISTING SHAREHOLDERS TO ENROLL IN
MCDIRECT SHARES. The minimum eligibility criteria and $5 enrollment fee will be
waived if you complete and return part A of the enclosed form prior to DECEMBER
8, 1995. While you can enroll in the Plan at any time after December 8, you must
then pay the $5 enrollment fee and meet the minimum eligibility criteria of (1)
owning 25 or more shares of McDonald's stock, or (2) making an initial
investment of $1,000 or more, or (3) authorizing automatic monthly investments
of $100 or more to be deducted from your checking or savings account.
Separately, parts B and C of the enclosed form allow you to authorize automatic
monthly investments via direct withdrawal from your U.S. bank account, or make
an optional cash investment, respectively.
Modest fees, as described in the prospectus, will be charged for participating
in the new Plan. These fees enable us to cost-effectively make the Plan
available by partially offsetting the cost of servicing Plan participants.
Plan highlights are on reverse side. Please read the enclosed prospectus for
complete Plan details.
Thank you for your support and loyalty as a customer and a shareholder.
Sincerely,
Lisa Ivinjack Ciota,
Manager, Investor Services
Shareholder
QUESTIONS ABOUT MCDIRECT SHARES OR YOUR ACCOUNT?
CALL X-XXX-XXX-XXXX
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MCDIRECT SHARES PURCHASE PLAN
HIGHLIGHTS
PLEASE READ THE ENCLOSED PROSPECTUS FOR COMPLETE TERMS AND CONDITIONS
OF THE PLAN
CASH INVESTMENTS
----------------
. Purchases will be made daily when practical, but at minimum weekly.
. Purchase additional shares of McDonald's stock for as little as $100 per
investment.
. Make automatic monthly investments of at least $100 via direct withdrawals
from your U.S. bank account. To begin automatic monthly investments of
$100 or more, complete and return part B of the enclosed form.
. If available, McDonald's System members can invest by making payroll
deduction contributions of at least $40 per investment.
DIVIDEND REINVESTMENT
---------------------
. Cash dividends, less applicable account fees, will automatically be
reinvested in additional shares of common stock.
INITIAL STOCK PURCHASES
-----------------------
New investors can make their first purchase through the Plan by either:
. investing $1,000 or more, or
. authorizing automatic monthly investments of at least $100 per month.
A $5 enrollment fee plus applicable investment fees will be deducted from the
initial investment.
LOW FEES
--------
Plan fees are deducted prior to investing funds:
. The fees for investments made via check or money order are 10 cents per
share - capped at $5 - plus $5.
. Automatic monthly investment fees are 10 cents per share - capped at $5 -
plus $1.
. A $3 annual Plan account fee will be deducted in quarterly installments
when cash dividends are reinvested.
OTHER SERVICES AVAILABLE -- (see prospectus for more information)
------------------------
Certificate Safekeeping Individual Retirement Account Sale of Plan Shares
QUESTIONS ABOUT MCDIRECT SHARES OR YOUR ACCOUNT?
CALL X-XXX-XXX-XXXX
