<PAGE>
As filed with the Securities and Exchange Commission on May 11, 2000
Registration No. 333-______
================================================================================
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, U.S. 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)
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CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount of Shares Offering Price Aggregate Amount of
to be Registered to be Registered (1) Per Share (2) Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 28,000,000 $35.59375 $996,625,000 $263,109
value $.01 per share
===========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(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 May 5, 2000.
===========================================================================================================
</TABLE>
<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 11th day
of May, 2000.
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 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.
<PAGE>
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 11th day of May, 2000.
<TABLE>
<CAPTION>
<S> <C>
/s/ Hall Adams, Jr.
- ----------------------------------------------------- -------------------------------------------------------
Hall Adams, Jr. Andrew J. McKenna
Director Director
/s/ James R. Cantalupo /s/ Michael R. Quinlan
- ----------------------------------------------------- -------------------------------------------------------
James R. Cantalupo Michael R. Quinlan
Vice Chairman and President and Director Chairman of the Executive Committee and Director
/s/ Gordon C. Gray /s/ Terry L. Savage
- ----------------------------------------------------- -------------------------------------------------------
Gordon C. Gray Terry L. Savage
Director Director
/s/ Jack M. Greenberg /s/ Roger W. Stone
- ----------------------------------------------------- -------------------------------------------------------
Jack M. Greenberg Roger W. Stone
Chairman and Chief Executive Officer and Director Director
/s/ Robert N. Thurston
- ----------------------------------------------------- -------------------------------------------------------
Enrique Hernandez, Jr. Robert N. Thurston
Director Director
/s/ Fred L. Turner
- ----------------------------------------------------- -------------------------------------------------------
Jeanne P. Jackson Fred L. Turner
Director Senior Chairman and Director
/s/ Donald R. Keough /s/ B. Blair Vedder, Jr.
- ----------------------------------------------------- -------------------------------------------------------
Donald R. Keough B. Blair Vedder, Jr.
Director Director
/s/ Donald G. Lubin /s/ Michael L. Conley
- ----------------------------------------------------- -------------------------------------------------------
Donald G. Lubin Michael L. Conley
Director Executive Vice President and Chief Financial Officer
/s/ Walter E. Massey /s/ Christopher Pieszko
- ----------------------------------------------------- -------------------------------------------------------
Walter E. Massey Christopher Pieszko
Director Senior Vice President and Corporate Controller
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4. Instruments defining the rights of security holders, including
indentures(A):
(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).
(i) 6-3/8% Debentures due January 8, 2028. Supplemental Indenture
No. 1 dated as of January 8, 1998, incorporated herein by
reference from Exhibit (4)(a) of Form 8-K dated January 5, 1998.
(ii) 5.90% REset Put Securities due 2011. Supplemental Indenture No.
2 dated as of May 11, 1998, incorporated herein by reference
from Exhibit 4(a) of Form 8-K dated May 6, 1998.
(iii) 6% REset Put Securities due 2012. Supplemental Indenture No. 3
dated as of June 23, 1998, incorporated herein by reference from
Exhibit 4(a) of Form 8-K dated June 18, 1998.
(iv) Medium-Term Notes, Series F, due from 1 year to 60 years from
the Date of Issue. Supplemental Indenture No. 4 incorporated
herein by reference from Exhibit (4)(c) of Form S-3 Registration
Statement (File No. 333-59145), dated July 15, 1998.
(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
<PAGE>
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) 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.
(vii) 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.
(viii) 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.
(ix) 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.
(x) 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.
5. Opinion of Gloria Santona, including consent.
23(a) Consent of Gloria Santona in included in exhibit 5.
23(b) Consent of Ernst & Young LLP.
24 Power of Attorney (included on signature page hereof).
__________
(A) Other instruments defining the rights of holders of long-term debt of the
registrant and all of its subsidiaries for which consolidated financial
statements are required to be filed and which are not required to be
registered with the Securities and Exchange Commission, are not included
herein as the securities authorized under these instruments, individually,
do not exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. An agreement to furnish a copy of any
such instruments to the Securities and Exchange Commission upon request has
been filed with the Commission.
<PAGE>
Exhibit 5
May 11, 2000
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 (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, U.S. 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,
/s/ Gloria Santona
Gloria Santona
<PAGE>
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 26, 2000, 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, 1999, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
May 11, 2000
