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 36-2361282
(State of incorporation (I.R.S. Employer
or organization) Identification
No.)
One McDonald's Plaza
Oak Brook, Illinois 60523
(Address of principal (Zip Code)
executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), please check the following box. /X/
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this form
relates: 333-14141
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
$150,000,000 - 6-3/8%
Debentures Due 2028 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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 5, 1998 and Prospectus
dated October 18, 1996, as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(2), on pages S-2 through S-5 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. 1 between the Registrant and First
Union National Bank, Trustee, dated as of January 8, 1998.
2. Form of 6-3/8% Debentures due 2028.
(b) The Exhibits listed below are incorporated herein by reference:
1. Prospectus Supplement dated January 5, 1998 and Prospectus
dated October 18, 1996 as filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(2).
2. Restated Certificate of Incorporation, effective as of December
29, 1997, incorporated herein by reference from Form 8-K dated
January 5, 1998.
3. By-Laws, effective as of December 19, 1997, incorporated herein
by reference from Form 8-K dated January 5, 1998.
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.
(ii) 7 1/2% Subordinated Deferrable Interest Debentures
due 2037. Supplemental Indenture No. 2 dated as of
January 14, 1997, incorporated herein by reference
from Exhibit (4)(b) of Form 8-K dated January 9,
1997.
(iii) 7.31% Subordinated Deferrable Interest Debentures
due 2027. Supplemental Indenture No. 3 dated
September 24, 1997, incorporated herein by
reference from Exhibit (4)(b) of Form 8-K dated
September 19, 1997.
(c) 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.
(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
from Exhibit (4)(a) of Form 8-K dated November 13,
1995.
(d) 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.
(e) 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.
(f) 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.
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
12th day of January, 1998.
McDONALD'S CORPORATION
/s/ Gloria Santona
-------------------------------------------
Gloria Santona
Vice President, Deputy General
Counsel and Secretary
-----------------------------------------
SUPPLEMENTAL INDENTURE NO. 1
BETWEEN
McDONALD'S CORPORATION
AND
FIRST UNION NATIONAL BANK
Trustee
------------------------------
Dated as of January 8, 1998
------------------------------
SUPPLEMENTAL TO SENIOR DEBT SECURITIES INDENTURE
DATED AS OF OCTOBER 19, 1996
-----------------------------------------
McDONALD'S CORPORATION
SUPPLEMENTAL INDENTURE NO. 1
Dated as of January 8, 1998
Series of 6 3/8% Debentures due 2028
$150,000,000
Supplemental Indenture No. 1, dated as of January 8, 1998,
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 Senior Debt Securities Indenture dated as of October
19, 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. 1
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. 1; 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 "6 3/8% Debentures due 2028" (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 8, 2028.
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 $1,000 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
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 6 3/8% per annum, payable semi-annually, in arrears, on
January 8 and July 8 of each year, commencing July 8, 1998
(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
8, 1998, 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 January 1 or
July 1 (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.
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. 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.
Subject to the foregoing provisions of this Section, each
Debenture delivered under this Supplemental Indenture No. 1 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 will be redeemable as a whole
or in part, at the option of the Company at any time (a "Company
Redemption Date"), at a redemption price equal to the greater of
(i) 100% of the principal amount of the Debentures to be redeemed
or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the
Company Redemption Date on the semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Rate
plus 10 basis points, plus, in either case, accrued and unpaid
interest on the principal amount being redeemed to the Company
Redemption Date.
"Treasury Rate" means, with respect to any Company
Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for such Company Redemption Date.
"Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the
Debentures to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Debentures. "Independent
Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
Company Redemption Date, (i) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) on the third business
day preceding such Company Redemption Date, as set forth in the
daily statistical release (or any successor release) published by
the Federal Reserve Bank of New York and designated ``Composite
3:30 p.m. Quotations for U.S. Government Securities'' or (ii) if
such release (or any successor release) is not published or does
not contain such prices on such business day, (A) the average of
the Reference Treasury Dealer Quotations for such Company
Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (B) if the Trustee
obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations'' means, with respect to each
Reference Treasury Dealer and any Company Redemption Date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Company Redemption Date.
"Reference Treasury Dealer" means Merrill Lynch, Pierce,
Fenner & Smith Incorporated and any additional reference dealers
appointed by the Company at the sole discretion of the Company,
and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury
Dealer"), the Company will substitute therefor another Primary
Treasury Dealer.
Notice of any redemption by the Company will be mailed at
least 30 days but not more than 60 days before any Company
Redemption Date to each holder of Debentures to be redeemed.
Unless the Company defaults in payment of the redemption
price, on and after any Company Redemption Date interest will
cease to accrue on the Debentures or portions thereof called for
redemption.
SECTION 2.07. The Debentures may be issued in
denominations of $1,000 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. 1 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. 1 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. 1) 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. 1 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.
1 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. 1 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. 1 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. 1 were formulated, used and
inserted in this Supplemental Indenture No. 1 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. 1 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 BANK, as Trustee, has caused this Supplemental
Indenture No. 1 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 D. 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
STATE OF ILLINOIS
SS:
COUNTY OF DuPAGE
On the 8th day of January, in the year one thousand nine
hundred ninety eight, 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/ Leona J. Oostman
------------------------------
Notary Public
COMMONWEALTH OF PENNSYLVANIA
SS:
COUNTY OF PHILADELPHIA
On the 8th day of January, in the year one thousand nine
hundred ninety eight, before me appeared John H. Clapham to me
personally known, who, being by me duly sworn, did say that he
resides at Berwyn, Pennsylvania, 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/ Joann Fantini
-------------------------
Notary Public
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 EXCHANGED 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 McDonald's Corporation REGISTERED
Number 6 3/8% DEBENTURE DUE JANUARY 8, 2028
RU $150,000,000
SEE REVERSE FOR
CERTAIN DEFINITIONS CUSIP 580 135 BY6
McDonald's 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 8, 2028 and to pay interest
thereon to the Registered Holder hereof from January 8, 1998, or from the
most recent interest payment date to which interest has been paid or duly
provided for, semiannually on January 8 and July 8, in each year,
commencing July 8, 1998 at the rate of 6 3/8% 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 record date for such interest, which shall be the January
1 or July 1 (whether or not a Business Day) next preceding an interest
payment date. 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
Philadelphia, Pennsylvania, 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 his
address appearing on the Debt Security Register. 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, McDonald's 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 8, 1998
TRUSTEE'S 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:
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Authorized Officer
Attest:
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Secretary
McDONALD'S CORPORATION
By:
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Senior Vice President and Treasurer
McDONALD'S CORPORATION
6 3/8% DEBENTURE DUE JANUARY 8, 2028
This Debenture is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (herein called
"Debt Securities") of a series hereinafter specified, all issued and to
be issued under an Indenture dated as of October 19, 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 thereunder of the Company, the Trustee and the Holders
of the Debt Securities and the terms upon which the Debt Securities 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, may be issued in various aggregate principal amounts,
may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), 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. This Debenture is one of a series of
Debt Securities of the Company designated as its 6 3/8% Debentures due
January 8, 2028 (herein called the "Debentures"), limited in aggregate
principal amount to $150,000,000.
In the case where any interest payment date or the maturity date
does not fall on a Business Day, payment of interest or principal
otherwise payable on such day need not be made on such day, but may be
made on the next succeeding Business Day with the same force and effect
as if made on the interest payment date or the maturity date, as the case
may be, and no interest shall accrue for the period from and after such
interest payment date or the maturity date.
The Debentures will be redeemable as a whole or in part, at the
option of the Company at any time (a ``Company Redemption Date''), at a
redemption price equal to the greater of (i) 100% of the principal amount
of the Debentures to be redeemed or (ii) the sum of the present values of
the remaining scheduled payments of principal and interest thereon
discounted to the Company Redemption Date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 10 basis points, plus, in either case, accrued and unpaid interest
on the principal amount being redeemed to the Company Redemption Date.
``Treasury Rate '' means, with respect to any Company Redemption
Date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Company
Redemption Date.
``Comparable Treasury Issue '' means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of
the Debentures. ``Independent Investment Banker '' means one of the
Reference Treasury Dealers appointed by the Trustee after consultation
with the Company.
``Comparable Treasury Price'' means, with respect to any Company
Redemption Date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such Company
Redemption Date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and
designated ``Composite 3:30 p.m. Quotations for U.S. Government
Securities'' or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such Company
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such
Quotations. "Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any Company Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such
Company Redemption Date.
``Reference Treasury Dealer '' means each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and any additional reference dealers
appointed by the Company at the sole discretion of the Company, and their
respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York
City (a ``Primary Treasury Dealer''), the Company will substitute
therefor another Primary Treasury Dealer.
Notice of any redemption by the Company will be mailed at least 30
days but not more than 60 days before any Company Redemption Date to each
holder of Debentures to be redeemed.
Unless the Company defaults in payment of the redemption price, on
and after any Company Redemption Date interest will cease to accrue on
the Debentures or portions thereof called for redemption.
If an Event of Default shall occur with respect to the Debentures,
the principal of the Debentures may be declared due and payable in the
manner and with the effect provided in the Indenture.
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 the 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 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.
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, places, and rate, and in the
coin and currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable on the Debt Security
Register of the Company, upon surrender of this Debenture for transfer at
the office or agent of the Company in the City of New York, New York, or
the City of Philadelphia, Pennsylvania, duly endorsed by or accompanied
by a written instrument of transfer in form satisfactory to the Company
and the Debt Security registrar, duly executed by the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Debentures, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
The Debentures are issuable only as registered Debentures without
coupons in denominations of $1,000 and integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is exchangeable for a like aggregate principal
amount of Debentures of different authorized denominations, as requested
by the Holder surrendering the same.
No service charge will be made for any such 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.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Debenture is registered as the
owner hereof for the purpose of receiving payment as herein provided and
for all other purposes whether or not this Debenture be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
No recourse shall be made for the payment of the principal of or the
interest on this Debenture or for any claim based hereon or otherwise in
any manner in respect hereof, or in respect of the Indenture, against any
incorporator, stockholder, officer or director, as such past, present or
future, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitutional provision or statute or rule of
law, or by the enforcement of any assessment or penalty or in any other
manner, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.
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 Instrument, 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
and not as tenants in common
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:
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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.
