-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ly2mDXyV6JnTf7PTuXo34wPmAQcjZSB+qSWdgjKC7ef1Su5QUqn/HwtVqNviuXcQ Pz18Q/2qgAJ1bVwcbPGhmA== 0000063908-98-000034.txt : 19981001 0000063908-98-000034.hdr.sgml : 19981001 ACCESSION NUMBER: 0000063908-98-000034 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980930 EFFECTIVENESS DATE: 19980930 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCDONALDS CORP CENTRAL INDEX KEY: 0000063908 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 362361282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65033 FILM NUMBER: 98718811 BUSINESS ADDRESS: STREET 1: ONE MCDONALD'S PLZ CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6306233000 S-8 1 FORM S-8 REGISTRATION STATEMENT 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 -------- 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) -------- 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 ------------------------------------------------------------------------- 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. ========================================================================= 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. 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 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) EX-5 2 OPINION OF GLORIA SANTONA INCLUDING CONSENT 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 EX-23 3 CONSENT OF INDEPENDENT AUDITORS 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 -----END PRIVACY-ENHANCED MESSAGE-----