Filed Pursuant to Rule 424(b)(2)
Registration No. 33-60939
PRICING SUPPLEMENT NO. 3 DATED APRIL 4, 1997
(To Prospectus dated July 28, 1995 and
Euro Prospectus Supplement dated August 4, 1995)
U.S.$584,662,000
McDONALD'S CORPORATION
Medium-Term Notes, Series E
(Fixed Rate Notes)
Due from 184 Days to 60 Years from Date of Issue
Principal Amount: ZAR250,000,000
Issue Price: 101.675% of principal amount
Original Issue Date: April 23, 1997
Stated Maturity: April 23, 2004
Interest Rate: 15.00%
Interest Payment Dates: April 23 of each year
(Applicable only if other than February 15 and
August 15 of each year)
Regular Record Dates: April 1 of each year
(Applicable only if other than February 1 and
August 1 of each year)
Form: /X/ Global / / Certificated
Specified Currency: The lawful currency of the Republic of South
Africa ("ZAR")
(If other than U.S. dollars, see attachment hereto)
Option to Receive Payments in Specified Currency: /X/ Yes / / No
(Applicable only if Specified Currency is other than U.S. dollars
and if Note is not in Book Entry form)
Authorized Denominations: ZAR5,000 and ZAR50,000
(Applicable only if other than U.S.$25,000 and increments of
U.S.$5,000 or if Specified Currency is other than U.S. dollars)
Optional Redemption: /X/ The Notes cannot be redeemed prior to Stated
Maturity.
/ / The Notes can be redeemed prior to Stated
Maturity.
Optional Redemption Dates:
Redemption Prices:
/ / The Redemption Price shall initially be % of the
principal amount of the Note to be redeemed and shall decline at each
anniversary of the initial Optional Redemption Date by % of the
principal amount to be redeemed until the Redemption Price is 100% of
such principal amount; provided, however, that in the case of an Original
Issue Discount Note, the Redemption Price shall be the Amortized Face
Amount of the principal amount to be redeemed.
/ / Other:
Sinking Fund: /X/ The Notes are not subject to a Sinking Fund.
/ / The Notes are subject to a Sinking Fund.
Sinking Fund Dates:
Sinking Fund Amounts:
Amortizing Note: / / Yes /X/ No
Amortization Schedule:
Optional Repayment: / / Yes /X/ No
Optional Repayment Dates:
Optional Repayment Prices:
Original Issue Discount Note: / / Yes /X/ No
Total Amount of OID:
Yield to Stated Maturity:
Initial Accrual Period OID:
Calculation Agent (if other than Principal Paying Agent):
The Notes are listed on the Luxembourg Stock Exchange, unless otherwise
indicated: / / NOT listed
Agent's discount or commission: ZAR4,687,500
Net proceeds to Company (if sale to Agent as principal): ZAR249,500,000
Plan of Distribution:
The Notes are being purchased by the following financial
institutions in the respective amount set forth below pursuant to a
Terms Agreement dated April 4, 1997 (the "Terms Agreement")
executed under the Euro Distribution Agreement dated August 4, 1995
between the Company and the Agents named therein (the "Euro
Distribution Agreement"). The obligation of the Agents to purchase
the Notes is joint and several.
MERRILL LYNCH INTERNATIONAL ZAR178,000,000
SOCIETE GENERALE STRAUSS TURNBALL 8,000,000
SECURITIES LIMITED 4,000,000
ABN AMRO BANK N.V. 4,000,000
BARCLAYS DE ZOETE WEDD LIMITED 4,000,000
BAYERISCHE VEREINSBANK AKTIENGESELLSCHAFT 4,000,000
CITIBANK INTERNATIONAL PLC 4,000,000
COMMERZBANK AKTIENGESELLSCHAFT 4,000,000
CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED 4,000,000
CREDITO ITALIANO S.P.A. 4,000,000
DEUTSCHE BANK AG LONDON 4,000,000
MIDLAND BANK PLC 4,000,000
ING BANK N.V. 4,000,000
KREDIETBANK N.V. 4,000,000
J. P. MORGAN SECURITIES LTD. 4,000,000
MORGAN STANLEY & CO. INTERNATIONAL LIMITED 4,000,000
NORDEUTSCHE LANDESBANK GIROZENTRALE 4,000,000
SALOMON BROTHERS INTERNATIONAL LIMITED 4,000,000
SWISS BANK CORPORATION 4,000,000
ZAR250,000,000
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Each of the above named financial institutions is hereinafter
referred to as an "Agent" and collectively, the "Agents". To the
extent that any of the Agents are not named in the Euro Distribution
Agreement, the Company has appointed them as Agents thereunder for
this transaction pursuant to an Agency Agreement dated April 4,
1997.
ISIN Number: XS0075401751
Common Code: 7540175
Payment Currency:
If ZAR is available to the Company, deliverable to a bank account
situated in South Africa of either Euroclear, Cedel or the Paying Agent
and the Company is not precluded by law, regulation or other government
ruling from using ZAR to make payments of interest and/or principal on
the Notes then, notwithstanding the occurrence of any of the events set
forth in the first sentence under "Payment Currency" on page S-24 of
the Prospectus Supplement, all payments in respect of such Note shall be
made in ZAR.
Selling Restrictions:
Each Agent will be required to represent and agree that it has not
offered or sold and will not offer or sell, directly or indirectly, any
Notes in the Republic of South Africa or to persons resident in the
Republic of South Africa except in accordance with South African Exchange
Control regulations and in circumstances which would not constitute an
offer to the public within the meaning of the South African Companies
Act, 1973 (as amended).
The following United Kingdom selling restrictions replace, in respect of
the Notes, that set out under "Plan of Distribution" on page S-28 of
the Prospectus Supplement: Each Agent will represent and agree that (i)
it has not offered or sold and, prior to the date six months after the
date of issue of the Notes, will not offer or sell any Notes to persons
in the United Kingdom except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise in
circumstances which have not resulted and will not result in an offer to
the public in the United Kingdom within the meaning of the Public Offers
of Securities Regulations 1995; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on
and will only issue or pass on in the United Kingdom any document
received by it in connection with the issue of the Notes to a person who
is of a kind described in Article 11(3) of the Financial Services Act<PAGE>
1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person
to whom such document may otherwise lawfully be issued or passed on.
