As filed with the Securities and Exchange Commission on September 30,
1998
Registration No.
-----------
=========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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McDonald's Corporation
(Exact name of issuer as specified in its charter)
DELAWARE 36-2361282
(State of incorporation) (I.R.S. Employer Identification No.)
One McDonald's Plaza, Oak Brook, Illinois 60523-1900
(Address and zip code of principal executive offices)
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McDONALD'S CORPORATION 1992 STOCK OWNERSHIP INCENTIVE PLAN
(Full title of the Plan)
--------
GLORIA SANTONA
Vice President, Deputy General Counsel and Secretary
One McDonald's Plaza
Oak Brook, Illinois 60523-1900
(630) 623-3373
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed
Title of Proposed Maximum
Securities Amount of Maximum Aggregate Amount of
to be Shares to be Offering Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
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Common Stock,
par value $.01
per share, with
associated
preferred stock
purchase rights 15,000,000 $57.19 $857,850,000 $253,066
=========================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement registers such indeterminate
number of additional shares as may be issuable under the Plan in
connection with share splits, share dividends or similar
transactions.
(2) Estimated pursuant to Rule 457(h) based on the average of the high and
low prices for the Common Stock as reported on the New York Stock
Exchange Composite Tape on September 25, 1998.
=========================================================================
<PAGE>
PART II
The contents of Registration Statement No. 333-03409 under the Securities
Exchange Act of 1933 of McDonald's Corporation are incorporated herein by
reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The undersigned hereby files the exhibits identified on the Exhibit
Index included as part of this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Oak Brook, and
State of Illinois, on the 30th day of September, 1998.
McDONALD'S CORPORATION
By: /s/ Michael L. Conley
----------------------------------
Michael L. Conley
Executive Vice President and Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael L. Conley, Jeffrey B.
Kindler, Carleton D. Pearl and Gloria Santona, and each of them, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the 30th day of September, 1998.
Signature Title
/s/ Hall Adams, Jr. Director
------------------------
Hall Adams, Jr.
/s/ Robert M. Beavers, Jr. Senior Vice President and Director
--------------------------
Robert M. Beavers, Jr.
/s/ James R. Cantalupo Vice Chairman, Chairman and Chief Executive
----------------------- Officer---McDonald's International and
James R. Cantalupo Director
/s/ Gordon C. Gray Director
----------------------
Gordon C. Gray
/s/ Jack M. Greenberg President, Chief Executive Officer and
------------------------ Director
Jack M. Greenberg
/s/ Enrique Hernandez, Jr. Director
--------------------------
Enrique Hernandez, Jr.
/s/ Donald R. Keough Director
-------------------------
Donald R. Keough
/s/ Donald G. Lubin Director
-------------------------
Donald G. Lubin
/s/ Walter E. Massey Director
-------------------------
Walter E. Massey
/s/ Andrew J. McKenna Director
-------------------------
Andrew J. McKenna
/s/ Michael R. Quinlan Chairman and Director
--------------------------
Michael R. Quinlan
/s/ Terry L. Savage Director
--------------------------
Terry L. Savage
/s/ Roger W. Stone Director
--------------------------
Roger W. Stone
/s/ Robert N. Thurston Director
--------------------------
Robert N. Thurston
Senior Chairman and Director
--------------------------
Fred L. Turner
/s/ B. Blair Vedder, Jr. Director
----------------------------
B. Blair Vedder, Jr.
/s/ Michael L. Conley Executive Vice President and Chief Financial
---------------------------- Officer
Michael L. Conley
/s/ Christopher Pieszko Senior Vice President and Controller
----------------------------
Christopher Pieszko
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
5 Opinion of Gloria Santona, including consent
23(a) Consent of Gloria Santona is included in Exhibit 5
23(b) Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page hereof)
Exhibit 5
September 30, 1998
McDonald's Corporation
One McDonald's Plaza
Oak Brook, Illinois 60523-1900
Gentlemen:
A Registration Statement on Form S-8 is being filed on or about the date
of this letter with the Securities and Exchange Commission covering the
registration of shares of common stock, $.01 par value per share,
together with associated preferred stock purchase rights (collectively
the "Securities"), of McDonald's Corporation (the "Company") to be
offered in connection with the Company's 1992 Stock Ownership Incentive
Plan (the "Plan").
In my capacity as Vice President, Deputy General Counsel and Secretary, I
have examined and am familiar with the corporate records of the Company,
including its Certificate of Incorporation, as amended, its By-Laws, and
minutes of all directors' and stockholders' meetings, and other documents
(including the Plan and any amendments thereto), which I have deemed
relevant or necessary as the basis for my opinion as hereinafter set
forth.
Based on the foregoing, it is my opinion that:
1.The Company is duly incorporated and validly existing in good standing
under the laws of the State of Delaware.
2.The Securities have been duly authorized and, when issued and sold
pursuant to the Plan, will be legally issued, fully paid and non-
assessable.
I consent to the inclusion of this opinion as an exhibit to the
Registration Statement referred to above and to the reference to me in
such Registration Statement.
Very truly yours,
Gloria Santona
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
included in the Registration Statement (Form S-8 No. 333-03409)
incorporated by reference in this Registration Statement (Form S-8)
pertaining to the McDonald's Corporation 1992 Stock Ownership Incentive
Plan and to the incorporation by reference therein of our report dated
January 22, 1998, with respect to the consolidated financial statements
of McDonald's Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, as amended on Form 10-K/A, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
September 30, 1998
