As filed with the Securities and Exchange Commission on December 8, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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McDonald's Corporation
(Exact name of issuer as specified in its charter)
DELAWARE 36-2361282
(State of incorporation) (I.R.S. Employer Identification No.)
One McDonald's Plaza, Oak Brook, Illinois 60521
(708) 575-3000
(Address including zip code, and telephone number including area code, of
principal executive offices)
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SHELBY YASTROW
Executive Vice President, General Counsel and Secretary
One McDonald's Plaza
Oak Brook, Illinois 60521
(708) 575-6178
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
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 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<PAGE>
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.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount of Offering Aggregate Amount of
Title of Securities Shares to be Price Per Offering Registration
to be Registered Registered Share Price Fee
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Common Stock, without
par value, with
associated preferred
stock purchase
rights............... 150,000 $45.00 $6,750,000 $2,328.00
(1) Estimated pursuant to Rule 457(h)(1) based on the closing price for
the Common Stock as reported on the New York Stock Exchange Composite
Tape on December 5, 1995.
Subject to Completion - Dated December 8, 1995
McDONALD'S CORPORATION
PROSPECTUS
150,000 Shares of Common Stock
(No Par Value)
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in
connection with the offering made hereby, and if given or made, such other
information or representations must not be relied upon as having been
authorized by the Company. 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. This Prospectus does not constitute an offer to sell securities in
any jurisdiction to any person to whom it would be unlawful to make such an
offer in such jurisdiction.
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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 ____________, 1995.
The information is qualified in its entirety by the text of the Plan
(including any and all amendments through the date of this Prospectus).
INTRODUCTION
Principal Office and Telephone Number. The principal executive office
of McDonald's Corporation (the "Company") is located at One McDonald's
Plaza, Oak Brook, Illinois 60521, telephone: (708) 575-3000.
Non-Employee Director Stock Option Plan. The Company's Non-Employee
Director Stock Option Plan is referred to in this Prospectus as the "Plan".
As of December 1, 1995, 20,000 shares of McDonald's Common Stock (the
"Common Stock") were subject to existing options that have been granted
under the Plan. As of that day, an additional 130,000 shares were
available for future grants under the Plan. The Plan will terminate on
January 19, 2005, but the Board of Directors can terminate it effective as
of an earlier date. However, a termination of the Plan would not affect
outstanding options.
Certain Legal Provisions Not Applicable. The Company believes that
the Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974. The Plan is not qualified under Section 401(a) of
the Internal Revenue Code of 1986 (the "Internal Revenue Code").
IN GENERAL
The Plan is a program under which the Company grants its non-employee
Directors options to buy shares of Common Stock at a fixed price during a
fixed period measured from the date of grant (the ``Grant Date'') of the
option.
As of the effective date of the Plan, the Company's non-employee
Directors were granted stock options to purchase 1,000 shares of Common
Stock having an exercise price of 100% of the fair market value of the
Common Stock on that date. With respect to each person who first becomes a
non-employee Director after the effective date of the Plan, a stock option
to purchase 1,000 shares of Common Stock having an exercise price of 100%
of the fair market value of the Common Stock on the date of grant will
automatically be granted as of the date such person is so elected or
appointed. On the date of each Annual Meeting of the Company's
shareholders following the effective date of the Plan, each non-employee
Director shall automatically be granted an option to purchase 1,000 shares
of Common Stock having an exercise price of 100% of the fair market value
of the Common Stock on the Grant Date. (For purposes of this Plan, the
fair market value of the Common Stock on a particular date is the closing
price of the stock on the New York Stock Exchange composite tape on that
date or, if no sales are made on that date, on the next preceding date on
which there are sales.)
PURPOSE
The success of the Company depends largely on its continued ability to
attract and retain highly qualified Directors who are motivated to exert
their best efforts on behalf of the Company and its shareholders. The
Company believes that a program that permits the grant of stock options to
the Company's non-employee Directors will promote the long term financial
success of the Company by affording an additional opportunity to align the
interests of the non-employee Directors with the interests of shareholders.
Nothing in the Plan or any stock option granted under the Plan shall
confer any right to any person to continue as a Director of the Company or
interfere in anyway with the rights of shareholders of the Company or the
Board to elect or remove Directors.
OPTION EXERCISE
Options granted under the Plan generally first become exercisable as
follows:
Percentage That Cumulative Percentage
Becomes Exercisable Exercisable as of
Anniversary of Grant Date on Anniversary Date Anniversary Date
------------------------- ------------------- -----------------
First....................... 33 1/3% 33 1/3%
Second...................... 33 1/3% 66 2/3%
Third....................... 33 1/3% 100%
The first installment of an option can be exercised, in whole or in
part, at any time commencing on the first anniversary of the Grant Date.
All or any part of each subsequent installment of the option can be
exercised after the expiration of the applicable subsequent installment
period. Any unexercised portion of an installment of the option can be
carried over and exercised, in whole or part, during any of the following
installment periods.
Subject to extension in the case of death or disability, no option
granted under the Plan can be exercised more than 10 years after the Grant
Date. In no event shall any option granted under the Plan be exercised
more than 13 years after the Grant Date.
Options can be exercised by delivering written notice of exercise to
the Company's Benefits and Compensation Department at the Campus Office
Building, Kroc Drive, Oak Brook, Illinois 60521. Notices can be delivered
in person, by mail or by telecopier (fax) and must be accompanied by the
Option Exercise Price (as described in the next section).
OPTION EXERCISE PRICE
The Option Exercise Price must be paid in full when the option is
exercised. The Option Exercise Price can be paid in any combination of the
following forms:
Cash; or
Shares of the Common Stock valued at fair market value on the
date the option is exercised (any such shares must have been held
for at least six months); or
Through simultaneous sale through a broker of shares acquired
upon exercise of the option (as permitted under applicable law).
EXERCISABILITY FOLLOWING TERMINATION OF DIRECTOR STATUS
Retirement. Any unexercised options whether or not exercisable, can be
exercised within three years of "retirement" or until the expiration of
the stated term of such option, whichever period is the shorter. For
purposes of the Plan, ``retirement'' shall mean termination of an
individual's directorship with at least ten years of service as a member of
the Board or after age 70.
Death or Disability. Any unexercised options whether or not
exercisable can be exercised within three years of termination by reason of
death or disability. Any option which would otherwise expire during this
three-year period will be extended to permit its exercise at any time
during the three-year period. (However, an option granted under the Plan
cannot be exercised under any circumstances after the thirteenth
anniversary of its Grant Date.) For purposes of the Plan, a "permanent
disability" means a mental or physical condition which prevents a Director
from performing duties as a member of the Board, and which condition is
expected to be permanent or for an indefinite duration exceeding one year.
Other Reasons. Any unexercised options which are exercisable can be
exercised within one year of termination for any reason other than cause
(see below), death, disability or retirement.
For Cause. Any unexercised options will be terminated and cannot be
exercised following termination for cause as defined in the Company's
Charter.
SALE OR TRANSFER OF OPTIONS
In general, options cannot be sold or transferred pursuant the Plan.
However, unexercised options can be transferred to heirs or personal
representatives after death. In addition, these restrictions on
transferability shall not apply to Options granted after the Board has
determined that such restrictions are not then required for grants under
the Plan to satisfy certain legal requirements. In the event that the
Board makes such determination, Options may be transferred for no
consideration to certain permissible transferees for estate planning
purposes. However, any transferee remains subject to all the terms and
conditions applicable to the Option prior to the transfer. Under the Plan,
permissible transferees include members of the Director's immediate family,
any trust for the members of his or her immediate family, Ronald McDonald
Children's Charities or any Ronald McDonald House. For purposes of this
Plan, "immediate family" means with respect to a particular participant, a
participant's spouse, children and grandchildren.
RESALE RESTRICTIONS
In general, shares acquired upon exercise of an option should be sold
pursuant to Rule 144 promulgated under the Securities Act of 1933 without,
however, being subject to the holding period requirement of Rule 144. In
addition, purchases and sales may, under certain circumstances, subject
such persons to possible liability under the "short swing" trading
provisions of Section 16(b) of the Securities Exchange Act of 1934.
STOCK SPLIT; OTHER DISTRIBUTIONS
In general, a stock split would not have an economic effect on options
granted pursuant to the Plan, in that there would be a proportionate
reduction of the option price and an increase in the number of shares
subject to options in case of a stock split or stock dividend and a
proportionate increase in the option price and a reduction of the number of
shares subject to options in the case of a stock combination or reverse
stock split.
In case of a merger, consolidation, liquidation or similar corporate
action resulting in a reclassification or change in the Common Stock, an
appropriate adjustment would be made in the number, kind and price of
shares subject to option.
FEDERAL INCOME TAX TREATMENT OF OPTIONS
Directors are urged to consult their tax advisor, because the specific
federal, state and local tax treatment could vary depending upon their
individual circumstances. In addition, the following general discussion is
limited to United States federal income tax laws applicable to optionees
who are both citizens and residents of the United States. The United
States federal income tax treatment of options granted to other optionees
may differ. The tax laws of other countries may provide for different tax
consequences to optionees who are subject to such laws.
General Rule. Options granted under the Plans are treated as "non-
qualified stock options" for federal income tax purposes. The grant of
non-qualified stock options does not result in any taxable income to the
Director. Upon the exercise of a stock option, the excess of the market
value of the shares acquired over their cost to the Director is taxable to
the Director as ordinary income. The Director's tax basis for the shares
is the fair market value at the time of exercise. In addition, the
Director's holding period for purposes of determining whether the capital
gain (or loss) is a long- or short-term gain (or loss) will commence on the
date the option is exercised.
Use of Company Stock to Pay the Option Exercise Price. If the Option
Exercise Price is paid by tendering stock of the Company held for at least
six months, taxable income will be realized in an amount equal to the fair
market value of the additional shares received on the date of exercise,
less any cash paid in addition to the shares tendered. Upon a subsequent
sale of the stock, the number of shares equal to the number delivered as
payment of the Option Exercise Price will have a tax basis equal to that of
the shares originally tendered. The additional newly-acquired shares
obtained upon exercise of the option will have a tax basis equal to the
fair market value of such shares on the date of exercise.
State and Local Taxes. Exercise of options may also be subject to
state and local taxation, which varies from location to location.
The Company. The Company is entitled to a tax deduction in the same
amount and in the same year in which optionees recognize ordinary income
resulting from the exercise of an option.
CERTAIN INVESTMENT CONSIDERATIONS
The market price of the Common Stock has varied widely. For this
reason, the stock acquired by exercise of options granted under the Plan
may decrease or increase in value.
As described above under "Resale Restrictions'', certain legal
restrictions apply to the transfer of shares purchased by exercise of an
Option.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Board of Directors of the Company or
by a duly appointed committee of the Board of Directors having such powers
as shall be specified by the Board. The Board (or such committee) has the
authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing the Plan as it shall, from time to time deem
advisable, to interpret the provisions and terms of the Plan and any stock
option issued under the Plan and to otherwise supervise the administration
of the Plan.
Notwithstanding the foregoing, the selection of the Directors to whom
stock options are to be granted, the timing of such grants, the number of
shares subject to any option, the exercise price of any option, the period
during in which any option may be exercised and the term of any option
shall be as provided in the Plan and the Board or such committee shall have
no discretion with respect to such matters.
MODIFICATION
The Board can modify the Plan as it deems advisable, without approval
of the Company's stockholders, except as such stockholder approval may be
required under Rule 16b-3 under the Securities Exchange Act of 1934 or
under the listing requirements of any stock exchange on which any of the
Company's equity securities are listed. Generally, no modification shall
be made which would impair a Stock Option without the optionee's consent or
disqualify grants and other transactions under the Plan from the exemption
provided by Rule 16b-3.
USE OF PROCEEDS
McDonald's intends to use any proceeds received from the exercise of
stock options for general corporate purposes.
PLAN OF DISTRIBUTION
As described elsewhere in this Prospectus, the shares of Common Stock
offered hereby shall be issued by the Company in accordance with the terms
of the Plan. See "Use of Proceeds"'.
LEGAL MATTERS
The legality of the Common Stock covered hereby has been passed upon
for McDonald's Corporation by Shelby Yastrow, Esq., Secretary, Executive
Vice President and General Counsel of McDonald's. Mr. Yastrow owns shares
of Common Stock, both directly and as a participant in various employee
benefit plans.
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 auditing and accounting.
DOCUMENTS INCORPORATED BY REFERENCE
The Company has incorporated by reference into this Prospectus the
following documents: (1) The Company's most recent Annual Report on Form
10-K; (2) all other subsequent reports filed by the Company with the
Securities and Exchange Commission pursuant to Section 13(a) the Securities
Exchange Act of 1934 (such as Quarterly Reports on Form 10-Q or Current
Reports on Form 8-K); and (3) a description of the Company's common stock
under the caption "Description of Capital Stock" contained in the Company's
Form 8 Amendment No. 1 dated April 17, 1991, to Form 10, together with a
description of certain preferred stock purchase rights associated with the
Company's common stock, as contained in the Company's Registration
Statement on Form 8-A dated December 23, 1988, as amended in the Company's
Form 8-K's dated May 25, 1989 and July 25, 1990.
The Company will deliver without charge to each person to whom this
Prospectus is delivered upon the written or oral request of such person, a
copy of any and all of the most recent reports, proxy statements and other
communications distributed to the Company's stockholders generally,
together with any or all of the information that is incorporated by
reference in this Prospectus (other than exhibits to such information
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates).
Requests for any of the documents described under this caption or
additional information regarding the Plan or the administrators should be
directed in writing to McDonald's Corporation, c/o Benefits and
Compensation Department, Kroc Drive, Campus Office Building, Oak Brook,
Illinois 60521 or by calling (708) 575-3313.
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.
Securities and Exchange Commission Registration Fee... $2,328.00
Accounting Fees and Expenses.......................... $2,500.00
Legal Fees and Expenses............................... $2,500.00
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Total............................................ $7,328.00
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
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(4) Instruments defining the rights of security holders, including
indentures (A):
(a) Debt Securities. Indenture dated as of March 1, 1987 incorporated
herein by reference from Exhibit 4(a) of Form S-3 Registration
Statement, SEC file no. 33-12364.
(i) Supplemental Indenture No. 5 incorporated herein by
reference from Exhibit (4) of Form 8-K dated January 23,
1989.
(ii) 9-3/4% Notes due 1999. Supplemental Indenture No. 6
incorporated herein by reference from Exhibit (4) of Form
8-K dated January 23, 1989.
(iii) Medium-Term Notes, Series B, due from nine months to 30
years from Date of Issue. Supplemental Indenture No. 12
incorporated herein by reference from Exhibit (4) of Form
8-K dated August 18, 1989 and Forms of Medium-Term Notes,
Series B, incorporated herein by reference from Exhibit
(4)(b) of Form 8-K dated September 14, 1989.
(iv) Medium-Term Notes, Series C, due from nine months to 30
years from Date of Issue. Form of Supplemental Indenture
No. 15 incorporated herein by reference from Exhibit 4(b)
of Form S-3 Registration Statement, SEC file no. 33-34762
dated May 14, 1990.
(v) Medium-Term Notes, Series C, due from nine months (U.S.
issue)/184 days (Euro issue) to 30 years from Date of
Issue. Amended and restated Supplemental Indenture No. 16
incorporated herein by reference from Exhibit (4) of Form
10-Q for the period ended June 30, 1991.
(vi) 8-7/8% Debentures due 2011. Supplemental Indenture No. 17
incorporated herein by reference from Exhibit (4) of Form
8-K dated April 22, 1991.
(vii) Medium-Term Notes, Series D, due from nine months (U.S.
issue)/184 days (Euro issue) to 60 years from Date of
Issue. Supplemental Indenture No. 18 incorporated herein
by reference from Exhibit 4(b) of Form S-3 Registration
Statement, SEC file no. 33-42642 dated September 10,
1991.
(viii) 7-3/8% Notes due July 15, 2002. Form of Supplemental
Indenture No. 19 incorporated herein by reference from
Exhibit (4) of Form 8-K dated July 10, 1992.
(ix) 6-3/4% Notes due February 15, 2003. Form of Supplemental
Indenture No. 20 incorporated herein by reference from
Exhibit (4) of Form 8-K dated March 1, 1993.
(x) 7-3/8% Debentures due July 15, 2033. Form of Supplemental
Indenture No. 21 incorporated herein by reference from
Exhibit (4)(a) of Form 8-K dated July 15, 1993.
(xi) Medium-Term Notes, Series E, due from nine months to 60
years from date of issue. Form of Supplemental Indenture
No. 22, incorporated herein by reference from Exhibit (4)
of Form 10-Q for the period ended June 30, 1995.
(xii) 6-5/8% Notes due September 1, 2005 Form of Supplemental
Indenture No. 23 incorporated herein by reference from
Exhibit 4(a) of Form 8-K dated September 5, 1995.
(xiii) 7.05% Debentures due November 15, 2025. Form of
Supplemental Indentures No. 24, incorporated by reference
from Exhibit 4(a) of Form 8-K dated November 13, 1995.
(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.
(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.
(f) 8.35% Subordinated Deferrable Interest Debentures due 2025.
Indenture incorporated herein by reference from Exhibit 99.1 of
Schedule 13E-4/A Amendment No. 2 dated July 14, 1995.
5.1 Opinion and Consent of Shelby Yastrow, Executive Vice
President, General Counsel and Secretary of the Company
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Shelby Yastrow, Executive Vice President, General
Counsel and Secretary of the Company, included in Exhibit 5.1
24 Power of Attorney (included on the signature page)
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.
(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.
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 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 December 5, 1995.
McDONALD'S CORPORATION
By /s/ JACK M. GREENBERG
-----------------------------
Jack M. Greenberg
Vice Chairman, Chief Financial
Officer and Director
--------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jack M. Greenberg, Shelby Yastrow and
Carleton D. Pearl and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below by the following
persons in the capacities indicated, on December 5, 1995.
Signature Title
--------- -----
/s/ Hall Adams, Jr. Director
------------------------------
Hall Adams, Jr.
/s/ Robert M. Beavers, Jr. Senior Vice President and Director
------------------------------
Robert M. Beavers, Jr.
/s/ James R. Cantalupo 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
/s/ Donald R. Keough Director
------------------------------
Donald R. Keough
/s/ Donald G. Lubin Director
------------------------------
Donald G. Lubin
/s/ Andrew J. McKenna Director
------------------------------
Andrew J. McKenna
/s/ Michael R. Quinlan Chairman, Chief Executive Officer and
------------------------------ Director
Michael R. Quinlan
President and Chief Executive Officer -
------------------------------ McDonald's U.S.A. and Director
Edward H. Rensi
/s/ Terry L. Savage Director
------------------------------
Terry L. Savage
/s/ Paul D. Schrage Senior Executive Vice President,
------------------------------ Chief Marketing Officer and Director
Paul D. Schrage
/s/ Ballard F. Smith Director
------------------------------
Ballard F. Smith
/s/ Roger W. Stone Director
------------------------------
Roger W. Stone
/s/ Robert N. Thurston Director
------------------------------
Robert N. Thurston
/s/ Fred L. Turner Senior Chairman and Director
------------------------------
Fred L. Turner
/s/ B. Blair Vedder, Jr. Director
------------------------------
B. Blair Vedder, Jr.
/s/ Michael L. Conley Senior Vice President and Controller
------------------------------
Michael L. Conley
EXHIBIT 5.1
December 8, 1995
McDonald's Corporation
One McDonald's Plaza
Oak Brook, IL 60521
Ladies and Gentlemen:
A Registration Statement 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 150,000 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 Non-Employee Director Stock Option Plan (the
"Plan").
In my capacity as Executive 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 have been duly authorized and, when issued
pursuant to the Plan, will be legally issued, fully paid
and non-assessable.
I consent to the inclusion of this opinion as an exhibit to
the Registration Statement referred to above and to the
reference to me in the Registration Statement.
Very truly yours,
/s/ Shelby Yastrow
---------------------
Shelby Yastrow
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption " Experts"' in
the Registration Statement (Form S-3) and related Prospectus of McDonald's
Corporation Non-Employee Director Stock Option Plan for the registration
of 150,000 shares of McDonald's Corporation 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
-------------------------
Ernst & Young LLP
Chicago, Illinois
December 8, 1995
