<PAGE>
As filed with the Securities and Exchange Commission on May 9, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
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
(Address and zip code of principal executive offices)
--------------
MCDONALD'S CORPORATION 1992 STOCK OWNERSHIP INCENTIVE PLAN
(Full title of the Plan)
--------------
GLORIA SANTONA
Vice President, Associate General Counsel and Secretary
One McDonald's Plaza
Oak Brook, Illinois 60521
(708) 575-3373
(Name, address and telephone number of agent for service)
--------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
PROPOSED PROPOSED
AMOUNT OF MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES SHARES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value,
with associated preferred stock
purchase rights................. 32,000,000 $47.00 $1,504,000,000 $518,621
============================================================================================================================
</TABLE>
(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
May 3, 1996.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995, SEC File No. 1-5231.
(b) The Company's Current Reports on Form 8-K dated January 25, 1996 and
April 22, 1996.
(c) The 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 filed in 1965.
(d) The description of certain Preferred Stock Purchase Rights associated
with the Company's Common Stock 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.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Future financial
statements of the Company and the reports thereon of Ernst & Young LLP to be
included in subsequently filed documents also will be incorporated by reference
herein in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing to the extent that such firm has audited
those financial statements and consented to the use of their reports thereon.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities being offered hereunder has been passed upon by
Gloria Santona, Vice President, Associate General Counsel and Secretary of the
Company, One McDonald's Plaza, Oak Brook, Illinois 60521. Ms. Santona is a full-
time employee of the Company and owns, and holds options to purchase, shares of
the Company's Common Stock.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporate 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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) 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.
(iii) 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.
(iv) 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
II-2
<PAGE>
Indenture No. 16 incorporated herein by reference from
Exhibit (4) of Form 10-Q for the period ended March 31,
1991.
(v) 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.
(vi) 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.
(vii) 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.
(viii) 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.
(ix) 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.
(x) 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.
(xi) 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.
(xii) 7.05% Debentures due 2025. Form of Supplemental Indenture
No. 24 incorporated herein 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-
II-3
<PAGE>
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 Opinion of Gloria Santona, Vice President, Associate General Counsel
and Secretary of McDonald's Corporation.
23(a) Consent of Gloria Santona (included in Exhibit 5).
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page).
ITEM 9. 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.
II-4
<PAGE>
(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 section 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-5
<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-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Oak Brook, and State of Illinois, on the 8th day
of May, 1996.
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
constitutes and appoints Jack M. Greenberg, Michael L. Conley, Gloria Santona
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 has been signed below by the following persons in the capacities
indicated and on the 8th day of May, 1996.
SIGNATURE TITLE
--------- -----
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
II-6
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ Donald G. Lubin Director
- ----------------------------------
Donald G. Lubin
Director
- ----------------------------------
Andrew J. McKenna
/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 L. Savage
Senior Executive Vice President, Chief
- ---------------------------------- Marketing Officer and Director
Paul D. Schrage
Director
- ----------------------------------
Ballard F. Smith
Director
- ----------------------------------
Roger W. Stone
/s/ Robert N. Thurston Director
- ----------------------------------
Robert N. Thurston
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
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
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) 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.
(iii) 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.
(iv) Medium-Term Notes, Series C, due from nine months (U.S.
issue)/184 days (Euro issue) to 30 years from Date of Issue.
Amended and restated Supplemental Indenture No. 16
incorporated herein by reference from Exhibit (4) of Form
10-Q for the period ended March 31, 1991.
(v) 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.
(vi) 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.
(vii) 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.
(viii) 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.
(ix) 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.
(x) 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.
II-8
<PAGE>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
(xi) 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.
(xii) 7.05% Debentures due 2025. Form of Supplemental Indenture
No. 24 incorporated herein 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 Opinion of Gloria Santona, Vice President,
Associate General Counsel and Secretary of
McDonald's Corporation
23(a) Consent of Gloria Santona (included in Exhibit 5)
23(b) Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page)
II-9
<PAGE>
Exhibit 5
[LETTERHEAD OF McDONALD'S CORPORATION]
May 9, 1996
McDonald's Corporation
One McDonald's Plaza
Oak Brook, Illinois 60521
Gentlemen:
A Registration Statement on Form S-8 is being filed on or about the date of this
letter with the Securities and Exchange Commission covering the registration of
shares of common stock, without par value, together with associated preferred
stock purchase rights (collectively the "Securities"), of McDonald's Corporation
(the "Company") to be offered in connection with the Company's 1992 Stock
Ownership Incentive Plan (the "Plan").
In my capacity as Vice President, Associate General Counsel and Secretary, I
have examined and am familiar with the corporate records of the Company,
including its Certificate of Incorporation, as amended, its By-Laws, and minutes
of all directors' and stockholders' 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 and validly existing in good standing under
the laws of the State of Delaware.
2. The Securities 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 such Registration
Statement.
Very truly yours,
/s/ Gloria Santona
Gloria Santona
II-10
<PAGE>
EXHIBIT 23(B)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the McDonald's Corporation
1992 Stock Ownership Incentive Plan and to the incorporation by reference
therein of our report dated January 25, 1996, with respect to the consolidated
financial statements of McDonald's Corporation included in its Annual Report
on Form 10-K for the year ended December 31, 1995, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
May 9, 1996
II-11
