FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
McDonald's Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-5231 36-2361282
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. /x/
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
$150,000,000 - 7 1/2%
Subordinated Deferrable New York Stock Exchange
Interest Debentures Due 2037
---------------------------- ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
--------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The information required by this Item is set forth in the Registrant's
Prospectus Supplement dated January 9, 1997 and Prospectus dated October 18,
1996, as filed with the Securities and Exchange Commission pursuant to Rule
424(b)(2), on pages S-4 through S-8 and 4 through 9 under the captions
``Description of Debentures'' and ``Description of Debt Securities,''
respectively, which information is incorporated herein by reference.
Item 2. Exhibits
(a) The Exhibits listed below are filed as a part of this report:
1. Supplemental Indenture No. 2 between the Registrant and First
Union National Bank, Trustee, dated as of January 14, 1997.
2. Form of 7 1/2% Subordinated Deferrable Interest Debentures due
2037.
(b) The Exhibits listed below are incorporated herein by reference:
1. Prospectus Supplement dated January 9, 1997 and Prospectus dated
October 18, 1996 as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(2).
2. Corrected Restated Certificate of Incorporation, effective as of
December 13, 1996, incorporated herein by reference from Form 8-K
dated January 9, 1997.
3. By-Laws, effective as of January 21, 1997, incorporated herein by
reference from Form 8-K dated January 9, 1997.
4. Instruments defining the rights of security holders, including
Indentures:
(a) Senior Debt Securities Indenture dated as of October 19, 1996
incorporated herein by reference from Exhibit 4(a) of Form S-
3 Registration Statement (File No. 333-14141).
(b) Subordinated Debt Securities Indenture dated as of October
18, 1996, incorporated herein by reference from Form 8-K
dated October 18, 1996.
(i) 7 1/2% Subordinated Deferrable Interest Debentures due
2036. Supplemental Indenture No. 1 dated as of November
5, 1996, incorporated herein by reference from Exhibit
(4)(b) of Form 8-K dated October 18, 1996.
(c) 8.35% Subordinated Deferrable Interest Debentures due 2025.
Form of Indenture between the Registrant and First Fidelity
Bank, National Association, dated as of July 1, 1995,
incorporated herein by reference from Schedule 13E-4/A
Amendment No. 2 to Schedule 13E-4 Issue Tender Offer
Statement of the Registrant, dated as of July 14, 1995, in
connection with Form S-4 Registration Statement (File No. 33-
58625) as filed with the Securities and Exchange Commission
on May 31, 1995.
<PAGE>
(d) Debt Securities. Indenture dated as of March 1, 1987
incorporated herein by reference from Exhibit 4(a) of Form
S-3 Registration Statement (File No. 33-12364).
(i) 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.
(ii) Medium-Term Notes, Series C, due from nine months to
30 years from Date of Issue. Form of Supplemental
Indenture No. 15 incorporated herein by reference
from Exhibit 4(b) of Form S-3 Registration Statement
(File no. 33-34762), dated May 14, 1990.
(iii) 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.
(iv) 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.
(v) Medium-Term Notes, Series D, due from nine months
(U.S. Issue)/184 days (Euro Issue) to 60 years from
Date of Issue. Supplemental Indenture No. 18
incorporated herein by reference from Exhibit 4(b) of
Form S-3 Registration Statement (File No. 33-42642),
dated September 10, 1991.
(vi) 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.
(vii) 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.
(viii) 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.
<PAGE>
(ix) Medium-Term Notes, Series E, due from nine months
(U.S. Issue)/ 184 days (Euro Issue) to 60 years from
the Date of Issue. Supplemental Indenture No. 22
incorporated herein by reference from Exhibit 4(b) of
Form S-3 Registration Statement (File No. 33-60939),
dated July 13, 1995.
(x) 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.
(xi) 7.05% Debentures due 2025. Form of Supplemental
Indenture No. 24 incorporated herein by reference<PAGE>
from Exhibit (4)(a) of Form 8-K dated November 13,
1995.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
<PAGE>
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized on this
27th day of January 1997.
McDONALD'S CORPORATION
/s/ Gloria Santona
---------------------------------
Gloria Santona
Vice President, Associate General
Counsel and Secretary
EXHIBIT 4(a)
--------------------------------------
SUPPLEMENTAL INDENTURE NO. 2
BETWEEN
McDONALD'S CORPORATION
AND
FIRST UNION NATIONAL BANK
Trustee
-----------------------------
Dated as of January 14, 1997
-----------------------------
SUPPLEMENTAL TO SUBORDINATED DEBT SECURITIES INDENTURE
DATED AS OF OCTOBER 18, 1996
--------------------------------------
<PAGE>
McDONALD'S CORPORATION
SUPPLEMENTAL INDENTURE NO. 2
Dated as of January 14, 1997
Series of 7/% Subordinated Deferrable Interest Debentures due 2037
$150,000,000
Supplemental Indenture No. 2, dated as of January 14, 1997, between
McDONALD'S CORPORATION, a corporation organized and existing under the laws
of the State of Delaware (hereinafter sometimes referred to as the
``Company''), and FIRST UNION NATIONAL BANK, a national banking association,
authorized to accept and execute trusts (hereinafter sometimes referred to as
the ``Trustee''),
W I T N E S S E T H :
WHEREAS, The Company and the Trustee have executed and delivered a
Subordinated Debt Securities Indenture dated as of October 18, 1996 (the
``Indenture'').
WHEREAS, Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an
indenture supplemental to the Indenture to establish the form or terms of any
series of Debt Securities as permitted by Sections 2.01 and 2.02 of the
Indenture.
WHEREAS, Sections 2.01 and 2.02 of the Indenture provide for Debt
Securities of any series to be established pursuant to an indenture
supplemental to the Indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the series
of Debt Securities provided for herein, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of such series of Debt
Securities, as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS.
SECTION 1.01. This Supplemental Indenture No. 2 constitutes an integral
part of the Indenture.
SECTION 1.02. For all purposes of this Supplemental Indenture:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture No. 2; and
(3) The terms ``hereof'', ``herein'', ``hereto'', ``hereunder'' and
``herewith'' refer to this Supplemental Indenture.
ARTICLE TWO
THE SERIES OF DEBT SECURITIES.
SECTION 2.01. There shall be a series of Debt Securities designated the
``7 1/2% Subordinated Deferrable Interest Debentures due 2037'' (the
``Debentures''). The Debentures shall be limited to $150,000,000 aggregate
principal amount.
SECTION 2.02. The principal amount of the Debentures shall be payable
on January 2, 2037.
SECTION 2.03. The Debentures will be represented by a global security
(the ``Global Security''). The Global Security will be executed by the
Company, authenticated by the Trustee and deposited with, or on behalf of,
The Depository Trust Company (the ``Depositary'') and registered in the name
of a nominee of the Depositary. Except under circumstances described below,
the Debentures will not be issuable in definitive form.
Ownership of beneficial interests in the Global Security will be limited
to persons that have accounts with the Depositary or its nominee
(``participants'') or persons that may hold interests through participants.
Ownership of a beneficial interest in the Global Security will be shown on,
and the transfer of that beneficial interest will only be effected through,
records maintained by the Depositary or its nominee (with respect to
interests of participants) and on the records of participants (with respect
to interests of persons other than participants).
So long as the Depositary or its nominee is the registered owner of the
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or Holder of the Debentures represented by the
Global Security for all purposes under the Indenture. Except as provided
below, owners of beneficial interests in the Global Security will not be
entitled to have Debentures represented by the Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debentures in definitive form and will not be considered the owners or
Holders thereof under the Indenture.
Principal and interest payments on Debentures represented by the Global
Security registered in the name of the Depositary or its nominee will be made
to the Depositary or its nominee, as the case may be, as the registered owner
of the Global Security.
If the Depositary notifies the Company that it is at any time unwilling
or unable to continue as Depositary or if at any time the Depositary shall no
longer be eligible to continue as Depositary, the Company shall appoint a
successor Depositary with respect to the Debentures. If a successor
Depositary for the Debentures is not appointed by the Company within 90 days
from the date the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee will authenticate
and deliver, Debentures in definitive form in exchange for the entire Global
Security. In addition, the Company may at any time and in its sole
discretion determine not to have the Debentures represented by the Global
Security and, in such event, the Company will execute, and the Trustee will
authenticate and deliver, Debentures in definitive form in exchange for the
entire Global Security. In any such instance, an owner of a beneficial
interest in the Global Security will be entitled to physical delivery in
definitive form of Debentures represented by the Global Security equal in
principal amount to such beneficial interest and to have such Debentures
registered in its name. Debentures so issued in definitive form will be
issued as registered Debentures in denominations of $25 and integral
multiples thereof, unless otherwise specified by the Company.
Upon the exchange of a Global Security for individual Debentures, such
Global Security shall be cancelled by the Trustee. Individual Debentures
issued in exchange for a Global Security shall be registered in such names
and in such authorized denominations as the Depositary for such Global<PAGE>
Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Debentures to, or in accordance with the instructions of the persons in whose
name such Debentures are so registered.
Unless and until it is exchanged in whole or in part for the individual
Debentures represented thereby, a Global Security representing all or a
portion of the Debentures may not be transferred except as a whole by the
Depositary for the Debentures to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary
or by the Depositary or any such nominee to a successor Depositary for the
Debentures or a nominee of such successor Depositary.
SECTION 2.04. The Debentures shall bear interest at the rate of 7/% per
annum, payable quarterly, in arrears, on March 31, June 30, September 30 and
December 31 of each year, commencing March 31, 1997, with a final interest
payment on January 2, 2037 (each, an ``Interest Payment Date''). The
Debentures shall be dated the date of authentication and interest shall be
payable on the principal represented thereby from the later of January 14,
1997, or the most recent Interest Payment Date to which interest has been
paid or duly provided for. If any date on which interest is payable is not a
business day, the payment of interest due on such date may be made on the
next succeeding business day (and without any interest or other payment in
respect of such delay).
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Holder in whose name any
Debenture is registered in the Debt Security register at the close of
business on the March 15, June 15, September 15 or December 15 (whether or
not a business day) next preceding such Interest Payment Date (each, a
``Regular Record Date''). Interest payable on redemption or maturity will be
payable to the person to whom the principal is paid.
The Company shall have the right at any time during the term of the
Debentures, prior to an Interest Payment Date, so long as the Company is not
in default in the payment of interest on the Debentures, to extend the
interest payment period for an Extension Period (as defined below). Except
as provided in the next succeeding sentence, no interest shall be due and
payable during an Extension Period, but on the Interest Payment Date
occurring at the end of each Extension Period the Company shall pay to the
Holders of record on the Record Date for such Interest Payment Date
(regardless of who the Holders of record may have been on other dates during
the Extension Period) all interest then accrued but unpaid on the Debentures,
together with interest thereon, compounded quarterly, at the rate of 7 1/2%
per annum, to the extent permitted by law; provided that during any such
Extension Period, the Company shall not declare or pay any dividend on, or
repurchase, redeem or otherwise acquire any of its capital stock, as set
forth in this Section 2.04. Prior to the termination of any Extension
Period, the Company may (a) on any Interest Payment Date pay all or any
portion of the interest accrued on the Debentures as provided herein to
Holders of record on the Regular Record Date for such Interest Payment Date
or (b) from time to time further extend the interest payment period as
provided in the last sentence of this paragraph, provided that any such
Extension Period, together with all such previous and further extensions
thereof, may not exceed 20 consecutive quarterly interest payment periods
from the last date to which interest on the Debentures was paid in full. If
the Company shall elect to pay all of the interest accrued on the Debentures
on an Interest Payment Date during an Extension Period, such Extension Period
shall automatically terminate on such Interest Payment Date. Upon the
termination of any Extension Period and the payment of all amounts of
interest then due, the Company may commence a new Extension Period, subject
to the above requirements. The Company shall cause the Trustee to give prior
notice, by public announcement given in accordance with New York Stock
Exchange rules (or the rules of any other applicable self-regulatory
organization) and by mail, first class postage prepaid, to each Holder of
Debentures at his address as it appears in the Debt Security register, of
(x) the Company's election to initiate an Extension Period and the
duration thereof,
(y) the Company's election to extend any Extension Period beyond the
Interest Payment Date on which such Extension Period is then scheduled to
terminate, and the duration of such extension, and
(z) the Company's election to make a full or partial payment of
interest accrued on the Debentures of any Interest Payment Date during any
Extension Period and the amount of such payment.
In no event shall notice be given less than five Business Days prior to
the March 15, June 15, September 15 or December 15 next preceding the
applicable Interest Payment Date.
The term ``Extension Period'' means the period from and including the
Interest Payment Date next following the date of any notice of extension of
the interest payment period on the Debentures given pursuant to the last
sentence of the preceding paragraph (or, in the case of any further extension
of the interest payment period pursuant to the third sentence of the
preceding paragraph before the payment in full of all accrued but unpaid
interest on the Debentures, the Interest Payment Date to which interest was
paid in full) to but excluding the Interest Payment Date to which payment of
interest on the Debentures is so extended, after giving affect to any further
extensions of the interest payment period on the Debentures pursuant to the
third sentence of the preceding paragraph; provided that no Extension Period
shall exceed 20 consecutive quarterly interest payment periods from the last
date to which interest on the Debentures was paid in full; and provided,
further, that any Extension Period shall end on an Interest Payment Date.
Notwithstanding the foregoing, in no event shall any Extension Period exceed
January 2, 2037.
Any interest on any Debenture which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
``Defaulted Interest'') shall forthwith cease to be payable to the registered
Holder on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) and Clause (2) below:
(1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Debentures are registered at the close of
business on a Special Record Date (as defined below) for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Debenture and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Section provided. Thereupon
the Trustee shall fix a Special Record Date ("Special Record Date") for the
payment of such Defaulted Interest which shall be not more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment.<PAGE>
The Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefore to be mailed, first class postage prepaid, to each Holder of
Debentures at his address as it appears in the Debt Security register, not
less than 10 days prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a similar
notice to be published at least once in an authorized newspaper in each Place
of Payment, but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in
whose names the Debentures are registered on such Special Record Date and
shall no longer be payable pursuant to the following Clause (2).
(2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this Clause, such payment shall
be deemed practicable by the Trustee.
The Company covenants and agrees that, if at any time it has failed to
make any payment of interest or principal on the Debentures when due (after
giving effect to any grace period for payment thereof as provided in Section
6.01 of the Indenture), or the Company exercises its option to extend the
interest payment period as provided for above, the Company will not, until all
Defaulted Interest or accrued but unpaid interest, if the Company exercises
its option to extend the interest payment period on the Debentures and all
principal, if any, then due and payable on the Debentures shall have been paid
in full, (a) declare, set aside, or pay any dividend or distribution on any
capital stock of the Company (except for dividends or distributions in shares
of its capital stock or rights to acquire shares of its capital stock); or (b)
repurchase, redeem, or otherwise acquire any shares of its capital stock
(except: (i) by conversion into or exchange for shares of its capital stock;
or (ii) for a redemption, purchase or other acquisition of shares of its
capital stock made for the purpose of any employee incentive plan or benefit
plan of the Company or any of its affiliates).
Subject to the foregoing provisions of this Section, each Debenture
delivered under this Supplemental Indenture No. 2 upon transfer of or in
exchange for or in lieu of any other Debenture shall carry the rights to
interest accrued but unpaid, and to accrue, which were carried by such other
Debenture.
SECTION 2.05. The Place of Payment for the Debentures shall be both the
City of New York, New York, and the City of Charlotte, North Carolina. The
Trustee shall be the paying agent for the Debentures.
SECTION 2.06. The Debentures may, at the option of the Company, be
redeemed in whole or from time to time in part, upon notice as provided in
Section 3.02 of the Indenture, at any time on or after December 31, 2001, or
at any time upon the occurrence of a Tax Event, at a redemption price equal
to 100% of the principal amount of the Debentures redeemed, together with
accrued but unpaid interest to the date of redemption.
``Tax Event'' means that the Company shall have received an opinion of
independent tax counsel (a ``Tax Opinion'') to the effect that, as a result
of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or
any political subdivision or taxing authority thereof or therein or (b) any
amendment to or change in an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of
any judicial decision or regulatory determination on or after January 9,
1997), in either case on or after January 9, 1997, there is more than an
insubstantial risk that interest payable on the Debentures would not be
deductible, in whole or in part, by the Company for United States federal
income tax purposes.
SECTION 2.07. The Debentures may be issued in denominations of $25 and
any integral multiples thereof.
SECTION 2.08. The Debentures shall be in the form attached as Exhibit A
hereto.
ARTICLE THREE
MISCELLANEOUS.
SECTION 3.01. The recitals of fact herein and in the Debentures shall
be taken as statements of the Company and shall not be construed as made by
the Trustee.
SECTION 3.02. This Supplemental Indenture No. 2 shall be construed in
connection with and as a part of the Indenture.
SECTION 3.03. (a) If any provision of this Supplemental Indenture No. 2
limits, qualifies, or conflicts with another provision of the Indenture
required to be included in indentures qualified under the Trust Indenture Act
of 1939 (as in effect on the date of this Supplemental Indenture No. 2) by
any of the provisions of Sections 310 to 317, inclusive, of said Trust
Indenture Act, such required provisions shall control.
(b) In case any one or more of the provisions contained in this
Supplemental Indenture No. 2 or in the Debentures issued hereunder should be
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.
SECTION 3.04. Whenever in this Supplemental Indenture No. 2 either of
the parties hereto is named or referred to, this shall be deemed to include
the successors or assigns of such party, and all the covenants and agreements
in this Supplemental Indenture No. 2 contained by or on behalf of the Company
or by or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so expressed or
not.
SECTION 3.05. (a) This Supplemental Indenture No. 2 may be
simultaneously executed in several counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.
(b) The descriptive headings of the several Articles of this
Supplemental Indenture No. 2 were formulated, used and inserted in this
Supplemental Indenture No. 2 for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, McDONALD'S CORPORATION has caused this Supplemental
Indenture No. 2 to be signed, acknowledged and delivered by its President,
Executive Vice President and Chief Financial Officer or Senior Vice President
and Treasurer and its corporate seal to be affixed hereunto and the same to
be attested by its Secretary or Assistant Secretary, and FIRST UNION NATIONAL<PAGE>
BANK, as Trustee, has caused this Supplemental Indenture No. 2 to be signed,
acknowledged and delivered by one of its Vice Presidents, and its seal to be
affixed hereunto and the same to be attested by one of its Authorized
Officers, all as of the day and year first written above.
McDONALD'S CORPORATION
[CORPORATE SEAL]
By: /s/ Carleton Day Pearl
--------------------------------------------
Senior Vice President and Treasurer
Attest:
/s/ Gloria Santona
--------------------------------------------
Secretary
FIRST UNION NATIONAL BANK, as Trustee
[CORPORATE SEAL]
By: /s/ John H. Clapham
---------------------------------
Vice President
Attest:
/s/ Terence C. McPoyle
-----------------------------
Authorized Officer
<PAGE>
STATE OF ILLINOIS
SS:
COUNTY OF DuPAGE
On the 14th day of January, in the year one thousand nine hundred ninety
seven, before me appeared Carleton D. Pearl to me personally known, who being
by me duly sworn, did say that he resides at McDonald's Corporation, that he
is Senior Vice President and Treasurer of McDONALD'S CORPORATION, one of the
corporations described in and which executed the above instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
/s/ Mary Velazquez
---------------------------------
Notary Public
COMMONWEALTH OF PENNSYLVANIA
SS:
COUNTY OF PHILADELPHIA
On the 14th day of January, in the year one thousand nine hundred ninety
seven, before me appeared John H. Clapham to me personally known, who, being
by me duly sworn, did say that he resides at 1052 Signal Hill, Berwyn, that
he is Vice President of FIRST UNION NATIONAL BANK, one of the corporations
described in and which executed the above instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such
corporate seal, that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.
/s/ Aida B. Dales
----------------------------------
Notary Public
EXHIBIT 4(b)
THIS DEBENTURE IS A REGISTERED GLOBAL DEBENTURE AND IS REGISTERED IN THE
NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS
AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGE IN WHOLE OR IN PART FOR
DEBENTURES IN DEFINITIVE REGISTERED FORM, THIS REGISTERED GLOBAL DEBENTURE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY
A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
REGISTERED McDonalds Corporation REGISTERED
Number 7 1/2% SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2037
RU
$150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580 135 887
McDonalds Corporation, a corporation organized and existing under the
laws of the State of Delaware (hereinafter called the ``Company,'' which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of One Hundred Fifty Million Dollars ($150,000,000)
on January 2, 2037 and to pay interest thereon to the registered Holder hereof
from January 14, 1997, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly in arrears on March 31,
June 30, September 30 and December 31 in each year, commencing March 31, 1997,
with a final interest payment on January 2, 2037, at the rate of 7 1/2% per
annum until the principal hereof is paid or such payment is duly provided for.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in said Indenture, be paid to the
Person in whose name this Debenture is registered at the close of business on
the Regular Record Date for such interest, which shall be the March 15, June
15, September 15 or December 15 (whether or not a business day) next preceding
an Interest Payment Date. Interest payable on redemption or maturity will be
payable to the person to whom the principal is paid. Payment of the principal
of and interest on this Debenture will be made at the designated office or
agency of the Company maintained for such purpose in the City of New York, New
York, and the City of Charlotte, North Carolina, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts or, at the option of the Company, interest
so payable may be paid by check to the order of said Holder mailed to said
Holders address appearing on the Debenture register or by wire transfer
payable to an account specified by said Holder. Any interest not so
punctually paid or duly provided for shall be payable as provided in the
Indenture.
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth in this place.
Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse hereof (or by an Authenticating Agent, as
provided in the Indenture) by manual signature, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
In Witness Whereof, McDonalds Corporation has caused this Instrument to be
signed in its corporate name by the Chairman of the Board or its President or
one of its Vice Presidents manually or in facsimile and a facsimile of its
corporate seal to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.
Dated: January 14, 1997
TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated herein
provided for in the withinmentioned Indenture.
FIRST UNION NATIONAL BANK
as Trustee
By: /s/ Terence C. McPoyle
-----------------------------
Authorized Officer
Attest: /s/ Gloria Santona
------------------------
Secretary
McDONALDS CORPORATION
By: /s/ Carleton Day Pearl
-----------------------------
Senior Vice President and Treasurer
<PAGE>
McDONALDS CORPORATION
7 1/2% Subordinated Deferrable Interest Debenture due 2037
Indenture. This Debenture is one of a duly authorized issue of Debt
Securities of the Company designated as its 7 1/2% Subordinated Deferrable
Interest Debentures due 2037 (herein called the ``Debentures''), limited in
aggregate principal amount to $150,000,000, issued and to be issued under a
Subordinated Debt Securities Indenture, dated as of October 18, 1996 (herein
called the ``Indenture'') between the Company and First Union National Bank,
as Trustee (herein called the ``Trustee,'' which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Indebtedness and the Holders
of the Debentures and of the terms upon which the Debentures are, and are to
be, authenticated and delivered. The Debt Securities may be issued in one or
more series, which different series may be issued in various currencies,
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different covenants
and Events of Default and may otherwise vary as in the Indenture provided.
Interest. The Company promises to pay interest on said principal sum
from January 14, 1997 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly in arrears on March
31, June 30, September 30 and December 31 in each year commencing March 31,
1997, with a final interest payment on January 2, 2037, at the rate of 7 1/2%
per annum until maturity or earlier redemption. If any date on which interest
is payable on this Debenture is not a business day, the payment of interest
due on such date may be made on the next succeeding business day (and without
any interest or other payment in respect of such delay). The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date (other than interest payable on redemption or maturity) will, as provided
in such Indenture, be paid to the Person in whose name this Debenture (or one
or more predecessor Debt Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the March 15, June
15, September 15 or December 15 (whether or not a business day), as the case
may be, next preceding such Interest Payment Date. Interest payable on
redemption or maturity will be payable to the Person to whom the principal is
paid. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Debenture (or one or more
predecessor Debt Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Debentures not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which Debentures may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.<PAGE>
Extension of Interest Payment Period. Notwithstanding anything contained
in the Indenture to the contrary, the Company shall have the right upon prior
notice as provided in the last sentence of this paragraph at any time during
the term of the Debentures prior to an Interest Payment Date, so long as the
Company is not in default in the payment of interest on the Debentures, to
extend the interest payment period for an Extension Period (as defined below).
Except as provided in the next succeeding sentence, no interest shall be due
and payable during an Extension Period, but on the Interest Payment Date
occurring at the end of each Extension Period the Company shall pay to the
Holders of record on the Regular Record Date for such Interest Payment Date
(regardless of who the Holders of record may have been on other dates during
the Extension Period) all interest then accrued but unpaid on the Debentures,
together with interest thereon, compounded quarterly, at the rate of 7 1/2%
per annum, to the extent permitted by law; provided that during any such
Extension Period, the Company shall not declare or pay any dividend on (except
for dividends or distributions in shares of its capital stock or rights to
acquire shares of its capital stock), or repurchase, redeem or otherwise
acquire any of its capital stock (except by conversion into or exchange for
shares of its capital stock or for redemption, purchase or other acquisition
of shares of its capital stock made for the purpose of any employee incentive
plan or benefit plan of the Company or any of its affiliates). Prior to the
termination of any Extension Period, the Company may (a) on any Interest
Payment Date pay all or any portion of the interest accrued on the Debentures
as provided on the face hereof to Holders of record on the Regular Record Date
for such Interest Payment Date or (b) from time to time further extend the
interest payment period as provided in the last sentence of this paragraph,
provided that any such Extension Period, together with all such previous and
further extensions thereof, may not exceed 20 consecutive quarterly interest
payment periods from the last date to which interest on the Debentures was
paid in full. If the Company shall elect to pay all of the interest accrued
on the Debentures on an Interest Payment Date during an Extension Period, such
Extension Period shall automatically terminate on such Interest Payment Date.
Upon the termination of any Extension Period and the payment of all amounts of
interest then due, the Company may commence a new Extension Period, subject to
the above requirements. The Company shall cause the Trustee to give prior
notice, by public announcement given in accordance with New York Stock
Exchange rules (or the rules of any other applicable self-regulatory
organization) and by mail to all such holders, of
(x) the Company's election to initiate an Extension Period and the
duration thereof,
(y) the Company's election to extend any Extension Period beyond the
Interest Payment Date on which such Extension Period is then scheduled to
terminate, and the duration of such extension, and
(z) the Company's election to make a full or partial payment of interest
accrued on the Debentures of any Interest Payment Date during any Extension
Period and the amount of such payment.
In no event shall notice be given less than five Business Days prior to the
March 15, June 15, September 15 or December 15 next preceding the applicable
Interest Payment Date.
The term ``Extension Period'' means the period from and including the Interest
Payment Date next following the date of any notice of extension of the
interest payment period on the Debentures given pursuant to the last sentence
of the preceding paragraph (or, in the case of any further extension of the
interest payment period pursuant to the third sentence of the preceding
paragraph before the payment in full of all accrued but unpaid interest on the
Debentures, the Interest Payment Date to which interest was paid in full) to
but excluding the Interest Payment Date to which payment of interest on the
Debentures is so extended, after giving affect to any further extensions of
the interest payment period on the Debentures pursuant to the third sentence
of the preceding paragraph; provided that no Extension Period shall exceed 20
consecutive quarterly interest payment periods from the last date to which
interest on the Debentures was paid in full; and provided, further, that any
Extension Period shall end on an Interest Payment Date. Notwithstanding the
foregoing, in no event shall any Extension Period exceed January 2, 2037.
Method of Payment. Payment of the principal of and interest on this
Debenture will be made at the office or agency of the Company in the City of
New York, New York and Charlotte, North Carolina, or at any other office or
agency maintained by the Company for such purpose, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Debenture
register or by wire transfer payable to an account specified by such Person.
Paying Agent and Debt Security Registrar. Initially, the Trustee will act
as Debt Security registrar through its office at 123 South Broad Street,
Philadelphia, Pennsylvania 19109, and the Company has appointed the Trustee to
act as Paying Agent through its office or agency in New York, New York, and
Charlotte, North Carolina.
Redemption. The Debentures may be redeemed, at the option of the
Company, in whole or in part (in denominations of $25 or integral multiples
thereof), on any date on or after December 31, 2001, or at any time upon the
occurrence of a Tax Event, upon not less than 30 nor more than 60 days notice
mailed to the registered Holder thereof at a Redemption Price of 100% of the
principal amount, together with accrued but unpaid interest to the Redemption
Date; provided, however, that installments of interest whose Interest Payment
Date is on or prior to the Redemption Date will be payable to the Holders of
such Debentures of record at the close of business on the relevant Regular
Record Dates referred to on the face hereof, all as provided in the Indenture.
The term ``Tax Event'' means that the Company shall have received an
opinion of independent tax counsel (a ``Tax Opinion'') to the effect that, as
a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein or
(b) any amendment to or change in an interpretation or application of such
laws or regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or after
January 9, 1997), in either case after January 9, 1997, there is more than an
insubstantial risk that interest payable on the Debentures would not be
deductible, in whole or in part, by the Company for United States federal
income tax purposes.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion thereof will be issued in
the name of the Holder thereof upon the cancellation hereof.
Subordination. The Company and each Holder, by acceptance hereof, agree
that the payment of the principal of and interest on the Debentures is
subordinated, to the extent and in the manner provided in the Indenture, to
the prior payment in full of all Senior Indebtedness, and this Debenture is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Debenture, by accepting the same, authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate in the discretion of the Trustee to effectuate the subordination
so provided and appoints the Trustee his attorney-in-fact for such purpose.
Indebtedness. The Company and, by its acceptance of this Debenture or a
beneficial interest herein, the Holder of, and any Person that acquires a
beneficial interest in, this Debenture agree that for United States federal,
state and local tax purposes it is intended that this Debenture constitute
indebtedness.
Defaults and Remedies. If an Event of Default shall occur and be
continuing, the principal of all the Debentures may be declared due and
payable in the manner and with the effect provided in the Indenture.
Amendments and Waivers. The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the Holders of not less than 66-
2/3% in aggregate principal amount of each series of Debt Securities at the
time outstanding (as defined in the Indenture) to be affected (each series
voting as a class), evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental<PAGE>
indenture or modifying in any manner the rights of the Holders of the Debt
Securities of all such series; provided, however, that no such supplemental
indenture shall, among other things, (i) extend the fixed maturity of any Debt
Security, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount or premium, if any, thereon or make
the principal thereof, or premium, if any, or interest, if any, thereon
payable in any coin or currency other than that hereinabove provided, without
the consent of the Holder of each Debt Security so affected or reduce the
amount of principal of an Original Issue Discount Security that would be due
and payable upon acceleration of maturity thereof, or (ii) reduce the
aforesaid percentage of Debt Securities the Holders of which are required to
consent to any such supplemental indenture, without the consent of the Holders
of each Debt Security so affected. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding, as defined in the Indenture, on behalf of
the Holders of all the Debentures, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Debenture shall be conclusive and binding upon such Holder and upon all
future Holders of this Debenture and of any Debenture issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of
such consent or waiver is made upon this Debenture or upon any Debenture
issued upon the transfer hereof or in exchange therefor or in lieu hereof.
Obligation Absolute. No reference herein to the Indenture and no
provision of this Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Debenture at the times, place and rate, and
in the coin or currency, herein prescribed.
Denominations. The Debentures are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, Debentures are exchangeable for a like aggregate principal amount of
Debentures of a different authorized denomination, as requested by the Holder
surrendering the same and upon surrender of the Debenture for registration of
transfer at the office or agency of the Company in New York, New York, or
Charlotte, North Carolina, the Company will execute, and the Trustee will
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Debentures, of authorized denominations and of a
like aggregate principal amount and tenor. Every Debenture surrendered for
registration of transfer or exchange will, if required by the Company, the
Debt Security registrar or the Trustee, be duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company, the Debt
Security registrar and the Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing. No service charge shall be made for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Persons Deemed Owners. Prior to due presentment of this Debenture for
registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Debenture is
registered in the Debt Security register as the owner hereof for all purposes,
whether or not this Debenture is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
No Recourse Against Others. No recourse for the payment of the principal
of or interest on this Debenture, or for any claim based hereon or on the
Indenture and no recourse under or upon any obligation, covenant or agreement
of the Company in the Indenture or any indenture supplemental thereto or in
any Debenture, or because of the creation of any indebtedness represented
hereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such<PAGE>
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
Governing Law. This Debenture will be governed by and construed and
enforced in accordance with, the internal laws of the State of Illinois.
Terms. All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the face of
this Debenture, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
UNIF GIFT MIN ACT - Custodian
----------------- -----------------
(Cust) (Minor)
under Uniform Gifts to Minors
Act
----------------
(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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the within Instrument of McDONALD'S CORPORATION and hereby does irrevocably
constitute and appoint
---------------------------------------------------------------- Attorney
to transfer the said Instrument on the books of the within-named Company, with
full power of substitution in the premises.
Dated:
---------------------------- ----------------------------
NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Instrument in every particular,
without alteration or enlargement or any change whatever.
