As filed with the Securities and Exchange Commission on October 16, 2001
Registration No. 333-______
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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 2001 OMNIBUS STOCK OWNERSHIP PLAN,
McDONALD'S CORPORATION 1992 STOCK OWNERSHIP INCENTIVE PLAN
AND
McDONALD'S CORPORATION 1975 STOCK OWNERSHIP OPTION PLAN
(Full title of the Plans)
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GLORIA SANTONA
Senior Vice President, 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
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Proposed Proposed
Amount of Maximum Maximum Amount of
Title of Securities Shares to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share (2) Offering Price Fee
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Common Stock, par value $.01 per
share.......................... 90,000,000 28.46 $2,561,400,000 $640,350
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(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 October 9, 2001.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by McDonald's Corporation (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001; and
(d) The description of the Company's common stock under the
caption "Description of Capital Stock" contained in the Company's
Registration Statement on Form 8-A dated December 23, 1988, as amended
in the Company's Form 8-K's dated May 25, 1989 and July 25, 1990.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c) 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
(a) The consolidated financial statements of the Company appearing in
the Company's Annual Report (Form 10-K) for the year ended December 31, 2000,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given on the authority of such firm as experts in accounting and auditing.
(b) The legality of the securities being offered hereunder has been
passed upon by Gloria Santona, Senior Vice President, General Counsel and
Secretary of the Company, One McDonald's Plaza, Oak Brook, Illinois 60523. Ms.
Santona is a full-time employee of the Company and owns, and holds options to
purchase, shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporate Law (the "GCL") authorizes a
corporation to indemnify any of its directors or officers against expenses,
judgments, fines and amounts paid in settlement in actions, suits or
proceedings, other than derivative suits, if the director or officer acted in
good faith and in a manner that he or she reasonably believed to be in or not
opposed to the best interests of the corporation. In criminal actions, the
director or officer must also have had no reasonable cause to believe that his
or her conduct was unlawful. A corporation may indemnify a director or officer
in a derivative suit if the director or officer acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation but indemnification in derivative suits is limited
to expenses reasonably incurred and where the director or officer is found
liable to the corporation indemnification is permitted only to the extent the
court deems proper.
Article V of the Company's By-Laws provides that the Company shall
indemnify and hold harmless each director and officer in connection with any
investigation, action, suit or proceeding, whether civil, criminal,
administrative or investigative, if he or she acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the company and, with respect to any criminal proceeding, he or she
had no reason to believe that his or her conduct was unlawful. Such
indemnification could cover all expenses as well as liabilities and losses
incurred by directors and officers. The Board of Directors has the authority by
resolution to provide for other indemnification of directors and officers as it
deems appropriate to the extent permitted by law.
The By-Laws further provide that the Company may maintain insurance at its
expense to protect any director or officer against any expenses, liabilities or
losses, whether or not the Company would have the power to indemnify such
director or officer against such expenses, liabilities or losses under the GCL.
Pursuant to this provision, the Company maintains insurance against any
liability incurred by its directors and officers in defense of any action in
which they are made parties by reason of their positions as directors and
officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The undersigned hereby files the exhibits identified on the Exhibit
Index included as part of this Registration Statement.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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 16th day
of October 2001.
McDONALD'S CORPORATION
By: /s/ Matthew H. Paull
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Matthew H. Paull
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, Michael D. Richard, Stanley
Stein 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 on the 16th day of October 2001.
/s/ Hall Adams, Jr. /s/ Michael R. Quinlan
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Hall Adams, Jr. Michael R. Quinlan
Director Chairman of the Executive Committee and Director
/s/ James R. Cantalupo /s/ Terry L. Savage
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James R. Cantalupo Terry L. Savage
Vice Chairman and President and Director Director
/s/ Jack M. Greenberg /s/ Roger W. Stone
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Jack M. Greenberg Roger W. Stone
Chairman and Chief Executive Officer and Director Director
/s/ Enrique Hernandez, Jr. /s/ Robert N. Thurston
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Enrique Hernandez, Jr. Robert N. Thurston
Director Director
/s/ Jeanne P. Jackson /s/ Fred L. Turner
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Jeanne P. Jackson Fred L. Turner
Director Senior Chairman and Director
/s/ Donald G. Lubin /s/ Matthew H. Paull
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Donald G. Lubin Matthew H. Paull
Director Executive Vice President and Chief Financial Officer
/s/ Walter E. Massey /s/ Christopher Pieszko
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Walter E. Massey Christopher Pieszko
Director Senior Vice President and Corporate Controller
/s/ Andrew J. McKenna
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Andrew J. McKenna David M. Pojman
Director Vice President and
Acting Corporate Controller
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) 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.
(iii) 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.
(iv) Medium-Term Notes, Series G, due from 1 Year to 60 Years from
Date of Issue. Supplemental Indenture, No. 6 incorporated
herein by reference from Exhibit 4(c) of Form S-3 Registration
Statement (File No. 333-60170), dated May 3, 2001.
(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% 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.
(vii) 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.
(viii) 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.
(ix) 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.
(c) McDonald's Corporation 2001 Omnibus Stock Ownership Plan, incorporated
herein by reference from Form 10-Q for the quarter ended June 30,
2001.*
(d) 1975 Stock Ownership Option Plan, as amended and restated,
incorporated by reference from Form 10-Q for the quarter ended March
31, 2001.*
(e) 1992 Stock Ownership Incentive Plan, as amended and restated,
incorporated by reference from Form 10-Q for the quarter ended March
31, 2001.*
(f) 1999 Non-Employee Director Stock Option Plan, as amended and restated,
incorporated by reference from Form 10-Q for the quarter ended
September 30, 2000.*
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).
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* Denotes compensatory plan.
(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.