Filed Pursuant to Rule 424(b)(2)
Registration No. 333-59145
PRICING SUPPLEMENT NO. 1 DATED SEPTEMBER 23, 1998
-------------------------------------------------
(To Prospectus dated July 21, 1998 and
U.S. Prospectus Supplement dated July 29, 1998)
U.S.$1,000,000,000
McDONALD'S CORPORATION
Medium-Term Notes, Series F
(Fixed Rate Notes)
Due from 1 Year to 60 Years from Date of Issue
The following description of the terms of the Notes offered hereby
supplements, and to the extent inconsistent therewith replaces, the
descriptions included in the Prospectus and Prospectus Supplement
referred to above, to which descriptions reference is hereby made.
Principal Amount: U.S.$150,000,000
Issue Price: 99.446% of the principal amount of the Notes
Original Issue Date: September 28, 1998
Stated Maturity: September 15, 2008
Interest Rate: 5.35% per annum
Interest Payment Dates: March 15 and September 15 of each year,
commencing March 15, 1999
(Applicable only if other than February 15 and August 15 of each
year)
Regular Record Dates: March 1 and September 1 of each year
(Applicable only if other than February 1 and August 1 of each year)
Form: /x/ Book-Entry / / Certificated
Specified Currency: U.S. dollars
(If other than U.S. dollars, see attachment hereto)
Option to Receive Payments in Specified Currency: / / Yes / / No
(Applicable only if Specified Currency is other than U.S. dollars and
if Note is not in Book Entry form)
Authorized Denominations:
(Applicable only if other than U.S.$1,000 and increments of
U.S.$1,000 or if Specified Currency is other than U.S. dollars)
Method of Payment of Principal:
(Applicable only if other than immediately available funds)
Optional Redemption: / / The Notes cannot be redeemed prior to
Stated Maturity.
/x/ The Notes can be redeemed prior to Stated
Maturity.
Optional Redemption Dates: The Notes will be redeemable in whole or
in part, at the option of McDonald's Corporation (the ``Company'') at any
time (a ``Company Redemption Date'').
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.
/x/ Other:
The Notes will be redeemable at a redemption price equal to the
greater of (i) 100% of the principal amount of such Notes, and (ii) as
determined by the Quotation Agent (as defined below), the sum of the
present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest
accrued as of the Company Redemption Date) discounted to the Company
Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined below) plus 10 basis points plus, in each case, accrued interest
thereon to the Company Redemption Date.
``Adjusted 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 the Quotation Agent as having a maturity comparable
to the remaining term of the Notes 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 Notes.
"Comparable Treasury Price" means, with respect to any Company
Redemption Date, (i) 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 (ii) if First
Union National Bank, or its successor, as Trustee (the "Trustee"),
obtains fewer than three such Reference Treasury Dealer Quotations, the
average of all such Quotations.
``Quotation Agent'' means the Reference Treasury Dealer appointed by
the Company.
``Reference Treasury Dealer'' means J.P. Morgan Securities Inc. 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.
``Reference Treasury Dealer Quotations'' means, with respect to each
Reference Treasury Dealer and any Company Redemption Date, the average,
as determined by the Company, 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., New York City time, on the third business
day preceding such Company Redemption Date.
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 Notes 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 Notes or portions thereof called for redemption.
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):
Agent's discount or commission: .650% of the principal amount of the
Notes
Net proceeds to Company (if sale to Agent as principal): 98.796% of the
principal amount of the Notes
Agent's Capacity: / / Agent /x/ Principal
Agents: J.P. Morgan & Co.
Goldman, Sachs & Co.
Merrill Lynch & Co.
Morgan Stanley Dean Witter
Salomon Smith Barney
Credit Lyonnais Securities (USA) Inc.
SG Cowen Securities Corporation
CUSIP: 580 13 MDF 8
Plan of Distribution: J.P. Morgan Securities Inc. is acting as a
representative of the Agents, each of which has severally agreed to
purchase the principal amount of the Notes set forth opposite its name
below:
J.P. Morgan Securities Inc. $ 52,500,000
Goldman, Sachs & Co. 22,500,000
Merrill Lynch, Pierce, Fenner &
Smith Incorporated 22,500,000
Morgan Stanley & Co. Incorporated 22,500,000
Salomon Brothers Inc 22,500,000
Credit Lyonnais Securities (USA) Inc. 3,750,000
SG Cowen Securities Corporation 3,750,000
------------
$150,000,000
============
Notwithstanding the above, J.P. Morgan Securities Inc. has agreed to
purchase or cause to be purchased any Note which any defaulting Agent or
Agents have agreed but failed or refused to purchase.
