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Filed Pursuant to Rule 424(b)(3)
File No. 033-00001
MCDirect Shares Prospectus
We are pleased to offer MCDirect Shares, a direct stock purchase plan which
provides investors with a convenient way to begin and build their McDonald's
share ownership and reinvest dividends.
> If you are not a shareholder, you may enroll either by investing at least $500
or by authorizing automatic monthly investments of at least $50.
> If you hold at least 10 shares of McDonald's stock ($.01 par value) in your
name, you may enroll.
> If you hold less than 10 shares in your name, you may enroll either by
investing at least $500 or by authorizing automatic monthly investments of at
least $50.
> If you are a McDonald's System member, you may join the Plan and invest in
McDonald's stock by authorizing payroll deduction contributions to the Plan of
at least $20 per investment, if offered by your employer.
> You may open a custodial account for a minor under the uniform gifts/transfers
to minors act by investing at least $100, authorizing automatic investments of
at least $50 or transferring at least one share to the minor.
> Under the Plan, your cash dividends will automatically be reinvested in
additional shares of McDonald's stock.
> Once enrolled, you may make additional investments of $50 or more.
> If you are a shareholder, you may deposit your McDonald's stock certificates
with our Plan Administrator for safekeeping, whether or not you participate in
the Plan.
> You may establish either a traditional or Roth Individual Retirement Account
(IRA) which invests in McDonald's stock through the Plan.
> You will be required to pay fees in connection with the Plan. These fees are
described in this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the McDonald's stock or determined if
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is January 4, 2000.
Table of Contents
2 McDonald's Corporation
2 MCDirect Shares
5 Transaction or Plan Service Fees
7 U.S. Federal Income Taxation
7 Where To Get More Information
8 Use of Proceeds
8 Plan of Distribution
8 Legal Matters
8 Experts
8 Inquiries
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McDonald's Corporation
McDonald's Corporation and its subsidiaries develop, operate, franchise and
service a worldwide system of restaurants which prepare, assemble, package and
sell a limited menu of value-priced foods. These restaurants are operated by
McDonald's and its subsidiaries or, under the terms of franchise agreements, by
franchisees who are independent third parties, or by affiliates operating under
joint-venture agreements between McDonald's or its subsidiaries and local
business people. Uniform standards for quality of product, cleanliness and
efficiency, speed and service have been established. The McDonald's System
includes McDonald's franchisees and suppliers, their employees and employee
benefit plans, as well as employees of McDonald's, its subsidiaries and
affiliates. The McDonald's System operates more than 25,000 restaurants
worldwide which are located in more than 100 countries. Our principal executive
offices are located at One McDonald's Plaza, Oak Brook, IL 60523, telephone:
1-630-623-3000.
MCDirect Shares
Purpose
MCDirect Shares is a direct stock purchase plan which provides investors with a
convenient way to begin and build their McDonald's share ownership and reinvest
dividends.
Administration
The MCDirect Shares Plan Administrator is EquiServe Limited Partnership and its
subsidiary EquiServe Trust Company, N.A. (hereafter collectively referred to as
"EquiServe"). The Plan Administrator purchases and holds shares purchased under
the Plan, maintains records, sends statements of account to participants, and
performs other duties related to the Plan.
Eligibility and Enrollment
You are eligible to participate in the Plan if you meet the requirements
described below. Regulations in certain countries may limit or prohibit
participation in this type of plan. Therefore, if you live outside the U.S., you
should first determine whether you are subject to any governmental regulations
prohibiting your participation.
You will be charged transaction fees for participating in the Plan
(including a $5.00 enrollment fee), certain investment fees and, if applicable,
a $35.00 annual IRA fee. The enrollment fee and the investment fee will be
deducted from your initial investment. See "Transaction or Plan Service Fees" on
page 5.
Shareholders
If you hold at least 10 shares (or one share for custodial accounts) of
McDonald's stock in your name, you can join the Plan by mailing a completed
enrollment form to the Plan Administrator. If you hold less than 10 shares in
your name, you may enroll either by investing at least $500 or by authorizing
automatic monthly investments of at least $50. Custodial accounts with one or
more shares may enroll in the Plan. See "Methods of Investment--Automatic
Investment" on page 3.
Non-shareholders
If you do not currently own McDonald's stock, you can join the Plan by making an
initial investment of at least $500 ($100 for custodial accounts) or authorizing
automatic monthly investments of at least $50 per month. You can get started by
returning a completed enrollment form to the Plan Administrator.
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McDonald's System Members
If you are a McDonald's System member, you may also join the Plan by returning a
completed enrollment form to your human resources representative and authorizing
payroll deduction contributions to the Plan of at least $20 per investment, if
offered by your employer. See "Methods of Investment--Payroll Deductions" below.
"Street Name" Holders
If your shares are held by a bank, broker or trustee, you should direct your
bank, broker or trustee to register at least 10 shares (one share for custodial
accounts) of McDonald's stock directly in your name or the custodial name for a
minor and deliver a certificate to you. You can then get started by returning a
completed enrollment form to the Plan Administrator.
IRAs
You can establish either a traditional or Roth IRA which invests in McDonald's
stock through the Plan by making an initial investment to the IRA of at least
$500 or by transferring at least 10 shares of McDonald's stock or $500 or more
from an existing IRA. (An educational IRA will be available in the second
quarter of 2000). You can get started by returning an IRA Enrollment Form and an
IRA Funds Transfer Form to the Plan Administrator. These forms and a disclosure
statement are available from the Plan Administrator by calling 1-800-Mc1-STCK
(1-800-621-7825).
Methods of Investment
Investments cannot exceed $250,000 per calendar year and must be made in U.S.
dollars. For the purpose of applying this limit, all investments during any
calendar year (including initial and ongoing investments, but excluding dividend
reinvestments and share deposits) are aggregated. The Plan Administrator will
arrange for the purchase of shares for your account, but will not pay interest
on amounts pending investment. You may be charged fees to invest in McDonald's
stock under the Plan. See "Transaction or Plan Service Fees" on page 5.
Check Investment
Once enrolled, you may invest through the Plan by mailing a check or money order
for at least $50, payable to EquiServe. Please mail the completed transaction
form located on your account statement or transaction advice, along with your
investment to the address specified in the form. Any individual or entity
(including McDonald's, its subsidiaries and affiliates) may make additional cash
investments for any participant or eligible investor as a gift, award or as an
incentive for future performance.
Automatic Investment
If you wish to make regular monthly optional cash investments, you can authorize
an automatic monthly withdrawal of at least $50 from your U.S. bank account. To
get started, you must complete and return the automatic investment section of
the enrollment form. Funds will be deducted from your account on the 15th of
each month or the last day of each month (whichever date you choose), or if the
date falls on a bank holiday, the next business day. Please allow up to four
weeks for the first automatic investment to begin.
To change or terminate automatic investments, you must notify the Plan
Administrator in writing at least six business days before the next automatic
debit date.
Payroll Deductions
If you are a McDonald's System member, you may authorize payroll deduction
contributions to the Plan of at least $20 per investment, if offered by your
employer. You should contact your personnel department or human resources
representative to determine if payroll deductions are available to you and what
the procedures are for initiating, changing and terminating payroll deductions.
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Dividends
By participating in the Plan, your cash dividends on shares, including
fractional shares, held in the Plan will be automatically reinvested in
additional shares of McDonald's stock.
Transfer of Shares from Street Name
If your shares are held by a bank, a broker, a trustee or other agent, you may
transfer these shares to a Plan account by directing your agent to register
these shares directly in your name and deliver a certificate to you.
Purchases of McDonald's Stock
Plan shares will be purchased by the Plan Administrator either on the open
market or directly from McDonald's. Shares purchased on the open market may be
made on any stock exchange in the United States where McDonald's stock is
traded, in the over-the-counter market or by negotiated transactions on terms
the Plan Administrator reasonably determines at the time of purchase. Any shares
purchased by the Plan Administrator from McDonald's will be made in accordance
with applicable requirements. Neither McDonald's nor any participant shall have
any authority or power to control the timing or pricing of shares purchased, or
the selection of the broker making the purchases. Therefore, you will not be
able to precisely time your purchases through the Plan and will bear the market
risk associated with fluctuations in the price of McDonald's stock. That is, if
you send in an initial or optional cash investment or authorize automatic
investments or payroll deductions, it is possible that the market price of
McDonald's stock could go up or down before the broker purchases stock with your
funds. In addition, you will not earn interest on investments for the period
before the shares are purchased. You will be charged fees to purchase shares of
McDonald's stock under the Plan. See "Transaction or Plan Service Fees" on page
5.
Purchases will be made weekly, but may be made daily when practicable. If
any such date is a day when the New York Stock Exchange is not open, purchases
will be made the next day. When McDonald's stock is purchased on the open
market, your price per share will be the weighted average purchase price of
shares purchased on that date. In the case of purchases from McDonald's, your
price per share will be the average of the high and low sales prices of
McDonald's stock as reported on the New York Stock Exchange Composite Tape on
that date.
Sales of McDonald's Stock
You can sell any number of whole shares in your Plan account or safekeeping
account by calling 1-800-Mc1-STCK or accessing your account on a secured website
at http://www.equiserve.com and providing the required account identification
and security information, or by completing and returning the appropriate section
of a transaction form to the Plan Administrator. The Plan Administrator will
sell those shares, along with shares to be sold for other accounts, as promptly
as practicable at 100 percent of the then current market price of McDonald's
stock and will send you a check or wire the sales proceeds, less any sales and
trading fees. See "Transaction or Plan Service Fees" on page 5.
You can choose to sell your shares through a stockbroker of your choice. In
that case, you must request a certificate for your shares from the Plan
Administrator.
Withdrawal from the Plan/Issuance of Certificates
You can withdraw some or all of your shares from your Plan account by properly
notifying the Plan Administrator. The Plan Administrator will transfer your
shares to a book-entry account maintained by the Plan Administrator, unless you
request a certificate.
Certificates will be issued for whole shares only. If your request involves
a fractional share, a check for the value of the fractional share (less
applicable fees) will be mailed to you. Please allow 3 to 5 days to process your
request.
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Certificates will be issued in the name(s) in which the account is
registered, unless otherwise instructed. In addition, checks will be payable to
the name(s) in which the account is registered, unless otherwise instructed. If
the certificate or check is to be issued in a name other than your Plan or
safekeeping account registration, the signature(s) on the instructions or stock
power must be guaranteed by a financial institution participating in the
Medallion Guarantee program.
Notices of withdrawal will be processed by the Plan Administrator and
uninvested funds will be returned to you as soon as practicable, without
interest. If your request to withdraw from the Plan is received on or after a
dividend record date but before the dividend payment date, your withdrawal will
be processed and a separate dividend check will be mailed to you within 5 days
after the dividend payment date. Future dividends will be paid in cash, unless
you rejoin the Plan.
Safekeeping of Your Stock Certificates
Shares of McDonald's stock that you buy under the Plan will be maintained in
your Plan account for safekeeping. You will receive an annual statement
detailing the status of your holdings. McDonald's shareholders who do not
participate in the Plan may use the Plan's "safekeeping" service to deposit
their McDonald's stock certificates at no cost. Because McDonald's and the Plan
Administrator are responsible for the safekeeping of McDonald's stock
certificates deposited with the Plan, you no longer bear the risk and cost
associated with the loss, theft, or destruction of stock certificates so
deposited. Shareholders using this service who are not Plan participants will
receive dividends in cash until they enroll in the Plan. With safekeeping, you
can take advantage of the transfer and sale of shares features of the Plan.
Certificates will be issued upon request to the Plan Administrator. See
"Issuance of Certificates" on page 4.
To use the safekeeping service, send your certificates to the Plan
Administrator by registered mail with written instructions to deposit them in
safekeeping. Do not endorse the certificates or complete the assignment section.
Gift/Transfer of Shares
You can gift or transfer McDonald's stock to anyone you choose. You will not be
charged any fees to gift or transfer share(s) under the Plan. In order to
transfer some or all of your Plan shares or shares held in safekeeping, you must
send the Plan Administrator signed transfer instructions. Your signature must be
guaranteed by a financial institution participating in the Medallion Guarantee
program.
If you are opening a new Plan account, you must send a completed enrollment
form and a $5.00 enrollment fee with your gift/transfer instructions. A new Plan
account will not be opened unless you transfer at least 10 shares (one share for
custodial accounts).
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Transaction or Plan Service Fees
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Enrollment Fee $ 5.00
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Investment Fees
via check or wire $ 6.00
via automatic investment $ 1.50
via payroll deduction $ 0
via dividend reinvestment $ 0
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Sales Fee* $15.00
proceeds via wire Domestic add $25.00
International add $50.00
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Fee for Bounced Checks or Rejected Automatic Investments $20.00
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Annual IRA Fee $35.00
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*Plus a $.15 per share fee.
The Plan Administrator will deduct the applicable fees from proceeds due from a
sale or funds received for investment. The Plan Administrator will charge
applicable fees for IRA accounts. These fees are described in the IRA disclosure
statement. The annual IRA fee will be deducted from your initial investment,
unless paid separately. Future annual IRA fees will be deducted from your Plan
account by selling sufficient shares to cover the fee, unless paid separately.
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Because of the structure of the Plan fees, the cost to participate in the
Plan on a per share basis decreases with the number of shares bought or sold.
For this reason, you should carefully consider the impact of the costs of
participation in the Plan on your investment returns.
Account Statements
The Plan Administrator will establish and maintain a separate account under the
Plan for you. You will receive transaction advices for account activity (except
reinvested dividends and payroll deductions) and an annual statement listing
your transactions. For additional sources of account information, see
"Inquiries" on page 8.
Stock Splits; Stock Dividends; Other Distributions
In the event dividends are paid in McDonald's stock, or if McDonald's stock is
distributed in connection with any stock split or similar transaction, your
account will be adjusted accordingly.
Voting of Proxies
You will receive proxy materials, including a proxy for shares of McDonald's
stock held in your Plan account via mail, or with your consent, electronically.
Either way, the proxy will be voted as indicated by you. If you do not return a
proxy card or return it unsigned prior to the fifth day before a shareholder
meeting, the Plan Administrator will vote them in accordance with the majority
of the Plan shares voted by participants.
Responsibility of the Plan Administrator and McDonald's
Neither McDonald's nor the Plan Administrator will be liable for any act they do
in good faith or for any good faith omission to act. This includes liability
for: the failure to terminate your account upon your death prior to receiving
written notice, or any purchases or sales prices reflected in your Plan account
or the dates of purchases or sales of your Plan shares or any fluctuation in the
market value after purchase or sale of shares.
Neither McDonald's nor the Plan Administrator can assure a profit or
protect you against a loss on the shares you purchased under the Plan. The
payment of dividends is at the discretion of the McDonald's Board of Directors
and will depend on future earnings, the financial condition of McDonald's and
other factors. The Board may change the amount and timing of dividends at any
time without notice.
Modification or Termination of the Plan
McDonald's may modify or terminate the Plan at any time and, in such event, you
will be so notified. No modification or termination will affect your previously
executed transactions. The Plan Administrator also reserves the right to change
any administrative procedures of the Plan.
Interpretation of the Plan
McDonald's may interpret and regulate the Plan as deemed necessary or desirable
in connection with the operation of the Plan and resolve questions or
ambiguities concerning the various provisions of the Plan.
Governing Law
The Plan is governed by and construed in accordance with the laws of the State
of Illinois.
Change of Eligibility; Termination
The Plan Administrator will from time to time review your Plan account to
determine whether you continue to be eligible to participate in the Plan. If the
Plan Administrator determines that you are no longer eligible to participate, or
if the Plan is terminated, the Plan Administrator will notify you in writing.
The Plan Administrator will transfer all of your shares of McDonald's stock in
your Plan account to a book-entry/safekeeping account maintained by the Plan
Administrator, unless otherwise instructed. Please allow up to 30 days for this
transfer. You can request a certificate for your whole shares and a check for
the value of any fractional shares (based on the then current market price, less
applicable fees). You can also
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request a sale of your shares. See "Sales of McDonald's Stock" on page 4. If
your account consists of only a fractional share, the Plan Administrator may
close your account by notifying you in writing and sending a check to you for
the value of the fractional share based on the last sale price for any whole
shares sold, less any sales and trading fees. See "Transaction or Plan Service
Fees" on page 5.
U.S. Federal Income Taxation
Cash dividends reinvested under the Plan will be taxable as having been received
by you even though you have not received them in cash. You will receive an
annual statement from the Plan Administrator indicating the amount of reinvested
dividends reported to the U.S. Internal Revenue Service as dividend income.
You will not realize gain or loss for U.S. Federal income tax purposes upon
the transfer of shares to the Plan or the withdrawal of whole shares from the
Plan. You will, however, generally realize gain or loss upon the sale of shares
(including the receipt of cash for fractional shares) held in the Plan.
If you are a non-resident alien or non-U.S. corporation, partnership or
other entity generally you are subject to a withholding tax on dividends paid on
shares held in the Plan. The Plan Administrator is required to withhold from
dividends paid the amount determined in accordance with IRS regulations. Where
applicable, this withholding tax is determined by treaty between the U.S. and
your country. Accordingly, the amount of any dividends, net of the applicable
withholding tax, will be credited to your account for investment in additional
shares of McDonald's stock.
The above summary is not a comprehensive summary of all of the tax
considerations that may be relevant to your participation in the Plan. In
addition, special tax considerations may apply to certain participants, such as
those participating through an IRA. Therefore, you are urged to consult your tax
advisor regarding the consequences of participation in the Plan.
Where to Get More Information
McDonald's files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information filed by McDonald's at the
SEC's public reference room in Washington, D.C. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. SEC filings are also available to the public at the SEC's web
site at http://www.sec.gov.
The SEC allows McDonald's to "incorporate by reference" into this
prospectus information about McDonald's which is contained in the reports filed
with the SEC. The following documents filed with the SEC are incorporated into
this prospectus by reference and are considered a part of this prospectus:
(a) Our current Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) Our current Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;
(c) An amendment to the Registration Statement on Form 10 filed with the
SEC on April 23, 1991, which contains a description of McDonald's stock, and any
amendment or report which McDonald's files later to update that description.
Later information that McDonald's files with the SEC will update this
information. McDonald's is also incorporating by reference all documents that
McDonald's files with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, after the date of this prospectus.
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McDonald's will provide any of the above documents (including any exhibits
that are specifically incorporated by reference in them) to each person,
including any beneficial owner, to whom a prospectus is delivered. You may
request these documents at no cost. Written or telephone requests should be
directed to: McDonald's Shareholder Services, McDonald's Corporation, Kroc
Drive, Oak Brook, Illinois 60523, telephone: (630) 623-7428. McDonald's Annual
Report, MCDirect Shares Plan brochure/prospectus/enrollment form and other
current financial information are available on our website at
http://www.mcdonalds.com.
You should rely only on the information incorporated by reference or
provided in this prospectus or in any prospectus supplement. McDonald's has
authorized no one to provide you with different information. McDonald's is not
making an offer to sell stock in any state or country where the offer is not
permitted. You should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the date of the
document.
Use of Proceeds
McDonald's will receive proceeds from the purchase of McDonald's stock under the
Plan only if purchases are made directly from McDonald's, and not from open
market purchases by the Plan Administrator. Proceeds received by McDonald's from
such purchases shall be used for general corporate purposes.
Plan of Distribution
McDonald's stock offered pursuant to the Plan will be purchased in the open
market or, at McDonald's option, directly from McDonald's. You will be charged
fees for participating in the Plan. See "Transaction or Plan Service Fees" on
page 5 for a complete description. All other costs related to the administration
of the Plan will be paid by McDonald's.
Legal Matters
Shelby Yastrow, a former Executive Vice President of McDonald's, has given his
opinion regarding the legality of the Common Stock covered by this prospectus.
Mr. Yastrow owns shares of McDonald's stock and he is eligible to participate in
the Plan.
Experts
The consolidated financial statements of the Company included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein, and incorporated in this prospectus by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
Inquiries
For information about your account, you can call the Plan Administrator at 1-
800-Mc1-STCK (U.S. and Canada) or 1-201-222-4990 (other countries call collect)
or 1-201-222-4945 (TDD# for hearing impaired). An automated response system
providing account balance, stock prices and other information is available 24
hours daily and representatives are available weekdays between 9:00 a.m. and
5:00 p.m., (ET). Access to your account information is available on the internet
at http://www.equiserve.com. Have your account number, U.S. Social Security
number, if applicable, and your password available for Internet account access.
Send written correspondence to McDonald's Shareholder Services, c/o
EquiServe, P.O. Box 2591, Jersey City, New Jersey 07303-2591. Please include a
transaction form, found at the bottom of your account statement, or a letter
which includes your account number and refers to MCDirect Shares and a daytime
telephone number.
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