-----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, Bcinpf0EnGQ6qHCNCIpYdNWx6Z+zNmU/WSXm5XJkxc8Yv10YT8FkeYEtCOtEQ2XR 35bSE1Pkpak4S7wo0scr2g== 0000063908-97-000005.txt : 19970128 0000063908-97-000005.hdr.sgml : 19970128 ACCESSION NUMBER: 0000063908-97-000005 CONFORMED SUBMISSION TYPE: 8A12BEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970127 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: 8A12BEF SEC ACT: 1934 Act SEC FILE NUMBER: 001-05231 FILM NUMBER: 97511561 BUSINESS ADDRESS: STREET 1: ONE MCDONALD'S PLZ CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 7085753000 8A12BEF 1 FORM 8A FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 McDonald's Corporation (Exact name of registrant as specified in its charter) Delaware 1-5231 36-2361282 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. /x/ If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. / / Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ $150,000,000 - 7 1/2% Subordinated Deferrable New York Stock Exchange Interest Debentures Due 2037 ---------------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: NONE -------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered The information required by this Item is set forth in the Registrant's Prospectus Supplement dated January 9, 1997 and Prospectus dated October 18, 1996, as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2), on pages S-4 through S-8 and 4 through 9 under the captions ``Description of Debentures'' and ``Description of Debt Securities,'' respectively, which information is incorporated herein by reference. Item 2. Exhibits (a) The Exhibits listed below are filed as a part of this report: 1. Supplemental Indenture No. 2 between the Registrant and First Union National Bank, Trustee, dated as of January 14, 1997. 2. Form of 7 1/2% Subordinated Deferrable Interest Debentures due 2037. (b) The Exhibits listed below are incorporated herein by reference: 1. Prospectus Supplement dated January 9, 1997 and Prospectus dated October 18, 1996 as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2). 2. Corrected Restated Certificate of Incorporation, effective as of December 13, 1996, incorporated herein by reference from Form 8-K dated January 9, 1997. 3. By-Laws, effective as of January 21, 1997, incorporated herein by reference from Form 8-K dated January 9, 1997. 4. Instruments defining the rights of security holders, including Indentures: (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). (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. (c) 8.35% Subordinated Deferrable Interest Debentures due 2025. Form of Indenture between the Registrant and First Fidelity Bank, National Association, dated as of July 1, 1995, incorporated herein by reference from Schedule 13E-4/A Amendment No. 2 to Schedule 13E-4 Issue Tender Offer Statement of the Registrant, dated as of July 14, 1995, in connection with Form S-4 Registration Statement (File No. 33- 58625) as filed with the Securities and Exchange Commission on May 31, 1995. (d) 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% Notes due July 15, 2002. Form of Supplemental Indenture No. 19 incorporated herein by reference from Exhibit (4) of Form 8-K dated July 10, 1992. (vii) 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. (viii) 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. (ix) 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. (x) 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. (xi) 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. (e) Form of Deposit Agreement dated as of November 25, 1992 by and between McDonald's Corporation, First Chicago Trust Company of New York, as Depositary, and the Holders from time to time of the Depositary Receipts. (f) Rights Agreement dated as of December 13, 1988 between McDonald's Corporation and The First National Bank of Chicago, incorporated herein by reference from Exhibit 1 of Form 8-K dated December 23, 1988. (i) Amendment No. 1 to Rights Agreement incorporated herein by reference from Exhibit 1 of Form 8-K dated May 25, 1989. (ii) Amendment No. 2 to Rights Agreement incorporated herein by reference from Exhibit 1 of Form 8-K dated July 25, 1990. (g) Indenture and Supplemental Indenture No. 1 dated as of September 8, 1989, between McDonald's Matching and Deferred Stock Ownership Trust, McDonald's Corporation and Pittsburgh National Bank in connection with SEC Registration Statement Nos. 33-28684 and 33-28684-01, incorporated herein by reference from Exhibit (4)(a) of Form 8-K dated September 14, 1989. (h) Form of Supplemental Indenture No. 2 dated as of April 1, 1991, supplemental to the Indenture between McDonald's Matching and Deferred Stock Ownership Trust, McDonald's Corporation and Pittsburgh National Bank in connection with SEC Registration Statement Nos. 33-28684 and 33-28684-01, incorporated herein by reference from Exhibit (4)(c) of Form 8-K dated March 22, 1991. Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized on this 27th day of January 1997. McDONALD'S CORPORATION /s/ Gloria Santona --------------------------------- Gloria Santona Vice President, Associate General Counsel and Secretary EX-4 2 SUPPLEMENTAL INDENTURE #2 DATED 1/14/97 EXHIBIT 4(a) -------------------------------------- SUPPLEMENTAL INDENTURE NO. 2 BETWEEN McDONALD'S CORPORATION AND FIRST UNION NATIONAL BANK Trustee ----------------------------- Dated as of January 14, 1997 ----------------------------- SUPPLEMENTAL TO SUBORDINATED DEBT SECURITIES INDENTURE DATED AS OF OCTOBER 18, 1996 -------------------------------------- McDONALD'S CORPORATION SUPPLEMENTAL INDENTURE NO. 2 Dated as of January 14, 1997 Series of 7/% Subordinated Deferrable Interest Debentures due 2037 $150,000,000 Supplemental Indenture No. 2, dated as of January 14, 1997, between McDONALD'S CORPORATION, a corporation organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the ``Company''), and FIRST UNION NATIONAL BANK, a national banking association, authorized to accept and execute trusts (hereinafter sometimes referred to as the ``Trustee''), W I T N E S S E T H : WHEREAS, The Company and the Trustee have executed and delivered a Subordinated Debt Securities Indenture dated as of October 18, 1996 (the ``Indenture''). WHEREAS, Section 10.01 of the Indenture provides for the Company, when authorized by the Board of Directors, and the Trustee to enter into an indenture supplemental to the Indenture to establish the form or terms of any series of Debt Securities as permitted by Sections 2.01 and 2.02 of the Indenture. WHEREAS, Sections 2.01 and 2.02 of the Indenture provide for Debt Securities of any series to be established pursuant to an indenture supplemental to the Indenture. NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the series of Debt Securities provided for herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of such series of Debt Securities, as follows: ARTICLE ONE RELATION TO INDENTURE; DEFINITIONS. SECTION 1.01. This Supplemental Indenture No. 2 constitutes an integral part of the Indenture. SECTION 1.02. For all purposes of this Supplemental Indenture: (1) Capitalized terms used herein without definition shall have the meanings specified in the Indenture; (2) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 2; and (3) The terms ``hereof'', ``herein'', ``hereto'', ``hereunder'' and ``herewith'' refer to this Supplemental Indenture. ARTICLE TWO THE SERIES OF DEBT SECURITIES. SECTION 2.01. There shall be a series of Debt Securities designated the ``7 1/2% Subordinated Deferrable Interest Debentures due 2037'' (the ``Debentures''). The Debentures shall be limited to $150,000,000 aggregate principal amount. SECTION 2.02. The principal amount of the Debentures shall be payable on January 2, 2037. SECTION 2.03. The Debentures will be represented by a global security (the ``Global Security''). The Global Security will be executed by the Company, authenticated by the Trustee and deposited with, or on behalf of, The Depository Trust Company (the ``Depositary'') and registered in the name of a nominee of the Depositary. Except under circumstances described below, the Debentures will not be issuable in definitive form. Ownership of beneficial interests in the Global Security will be limited to persons that have accounts with the Depositary or its nominee (``participants'') or persons that may hold interests through participants. Ownership of a beneficial interest in the Global Security will be shown on, and the transfer of that beneficial interest will only be effected through, records maintained by the Depositary or its nominee (with respect to interests of participants) and on the records of participants (with respect to interests of persons other than participants). So long as the Depositary or its nominee is the registered owner of the Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debentures represented by the Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in the Global Security will not be entitled to have Debentures represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debentures in definitive form and will not be considered the owners or Holders thereof under the Indenture. Principal and interest payments on Debentures represented by the Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security. If the Depositary notifies the Company that it is at any time unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be eligible to continue as Depositary, the Company shall appoint a successor Depositary with respect to the Debentures. If a successor Depositary for the Debentures is not appointed by the Company within 90 days from the date the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In addition, the Company may at any time and in its sole discretion determine not to have the Debentures represented by the Global Security and, in such event, the Company will execute, and the Trustee will authenticate and deliver, Debentures in definitive form in exchange for the entire Global Security. In any such instance, an owner of a beneficial interest in the Global Security will be entitled to physical delivery in definitive form of Debentures represented by the Global Security equal in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as registered Debentures in denominations of $25 and integral multiples thereof, unless otherwise specified by the Company. Upon the exchange of a Global Security for individual Debentures, such Global Security shall be cancelled by the Trustee. Individual Debentures issued in exchange for a Global Security shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to, or in accordance with the instructions of the persons in whose name such Debentures are so registered. Unless and until it is exchanged in whole or in part for the individual Debentures represented thereby, a Global Security representing all or a portion of the Debentures may not be transferred except as a whole by the Depositary for the Debentures to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary for the Debentures or a nominee of such successor Depositary. SECTION 2.04. The Debentures shall bear interest at the rate of 7/% per annum, payable quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year, commencing March 31, 1997, with a final interest payment on January 2, 2037 (each, an ``Interest Payment Date''). The Debentures shall be dated the date of authentication and interest shall be payable on the principal represented thereby from the later of January 14, 1997, or the most recent Interest Payment Date to which interest has been paid or duly provided for. If any date on which interest is payable is not a business day, the payment of interest due on such date may be made on the next succeeding business day (and without any interest or other payment in respect of such delay). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Holder in whose name any Debenture is registered in the Debt Security register at the close of business on the March 15, June 15, September 15 or December 15 (whether or not a business day) next preceding such Interest Payment Date (each, a ``Regular Record Date''). Interest payable on redemption or maturity will be payable to the person to whom the principal is paid. The Company shall have the right at any time during the term of the Debentures, prior to an Interest Payment Date, so long as the Company is not in default in the payment of interest on the Debentures, to extend the interest payment period for an Extension Period (as defined below). Except as provided in the next succeeding sentence, no interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the Holders of record on the Record Date for such Interest Payment Date (regardless of who the Holders of record may have been on other dates during the Extension Period) all interest then accrued but unpaid on the Debentures, together with interest thereon, compounded quarterly, at the rate of 7 1/2% per annum, to the extent permitted by law; provided that during any such Extension Period, the Company shall not declare or pay any dividend on, or repurchase, redeem or otherwise acquire any of its capital stock, as set forth in this Section 2.04. Prior to the termination of any Extension Period, the Company may (a) on any Interest Payment Date pay all or any portion of the interest accrued on the Debentures as provided herein to Holders of record on the Regular Record Date for such Interest Payment Date or (b) from time to time further extend the interest payment period as provided in the last sentence of this paragraph, provided that any such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarterly interest payment periods from the last date to which interest on the Debentures was paid in full. If the Company shall elect to pay all of the interest accrued on the Debentures on an Interest Payment Date during an Extension Period, such Extension Period shall automatically terminate on such Interest Payment Date. Upon the termination of any Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the above requirements. The Company shall cause the Trustee to give prior notice, by public announcement given in accordance with New York Stock Exchange rules (or the rules of any other applicable self-regulatory organization) and by mail, first class postage prepaid, to each Holder of Debentures at his address as it appears in the Debt Security register, of (x) the Company's election to initiate an Extension Period and the duration thereof, (y) the Company's election to extend any Extension Period beyond the Interest Payment Date on which such Extension Period is then scheduled to terminate, and the duration of such extension, and (z) the Company's election to make a full or partial payment of interest accrued on the Debentures of any Interest Payment Date during any Extension Period and the amount of such payment. In no event shall notice be given less than five Business Days prior to the March 15, June 15, September 15 or December 15 next preceding the applicable Interest Payment Date. The term ``Extension Period'' means the period from and including the Interest Payment Date next following the date of any notice of extension of the interest payment period on the Debentures given pursuant to the last sentence of the preceding paragraph (or, in the case of any further extension of the interest payment period pursuant to the third sentence of the preceding paragraph before the payment in full of all accrued but unpaid interest on the Debentures, the Interest Payment Date to which interest was paid in full) to but excluding the Interest Payment Date to which payment of interest on the Debentures is so extended, after giving affect to any further extensions of the interest payment period on the Debentures pursuant to the third sentence of the preceding paragraph; provided that no Extension Period shall exceed 20 consecutive quarterly interest payment periods from the last date to which interest on the Debentures was paid in full; and provided, further, that any Extension Period shall end on an Interest Payment Date. Notwithstanding the foregoing, in no event shall any Extension Period exceed January 2, 2037. Any interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called ``Defaulted Interest'') shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) and Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debentures are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Section provided. Thereupon the Trustee shall fix a Special Record Date ("Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be mailed, first class postage prepaid, to each Holder of Debentures at his address as it appears in the Debt Security register, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an authorized newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Debentures are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. The Company covenants and agrees that, if at any time it has failed to make any payment of interest or principal on the Debentures when due (after giving effect to any grace period for payment thereof as provided in Section 6.01 of the Indenture), or the Company exercises its option to extend the interest payment period as provided for above, the Company will not, until all Defaulted Interest or accrued but unpaid interest, if the Company exercises its option to extend the interest payment period on the Debentures and all principal, if any, then due and payable on the Debentures shall have been paid in full, (a) declare, set aside, or pay any dividend or distribution on any capital stock of the Company (except for dividends or distributions in shares of its capital stock or rights to acquire shares of its capital stock); or (b) repurchase, redeem, or otherwise acquire any shares of its capital stock (except: (i) by conversion into or exchange for shares of its capital stock; or (ii) for a redemption, purchase or other acquisition of shares of its capital stock made for the purpose of any employee incentive plan or benefit plan of the Company or any of its affiliates). Subject to the foregoing provisions of this Section, each Debenture delivered under this Supplemental Indenture No. 2 upon transfer of or in exchange for or in lieu of any other Debenture shall carry the rights to interest accrued but unpaid, and to accrue, which were carried by such other Debenture. SECTION 2.05. The Place of Payment for the Debentures shall be both the City of New York, New York, and the City of Charlotte, North Carolina. The Trustee shall be the paying agent for the Debentures. SECTION 2.06. The Debentures may, at the option of the Company, be redeemed in whole or from time to time in part, upon notice as provided in Section 3.02 of the Indenture, at any time on or after December 31, 2001, or at any time upon the occurrence of a Tax Event, at a redemption price equal to 100% of the principal amount of the Debentures redeemed, together with accrued but unpaid interest to the date of redemption. ``Tax Event'' means that the Company shall have received an opinion of independent tax counsel (a ``Tax Opinion'') to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (b) any amendment to or change in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination on or after January 9, 1997), in either case on or after January 9, 1997, there is more than an insubstantial risk that interest payable on the Debentures would not be deductible, in whole or in part, by the Company for United States federal income tax purposes. SECTION 2.07. The Debentures may be issued in denominations of $25 and any integral multiples thereof. SECTION 2.08. The Debentures shall be in the form attached as Exhibit A hereto. ARTICLE THREE MISCELLANEOUS. SECTION 3.01. The recitals of fact herein and in the Debentures shall be taken as statements of the Company and shall not be construed as made by the Trustee. SECTION 3.02. This Supplemental Indenture No. 2 shall be construed in connection with and as a part of the Indenture. SECTION 3.03. (a) If any provision of this Supplemental Indenture No. 2 limits, qualifies, or conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture Act of 1939 (as in effect on the date of this Supplemental Indenture No. 2) by any of the provisions of Sections 310 to 317, inclusive, of said Trust Indenture Act, such required provisions shall control. (b) In case any one or more of the provisions contained in this Supplemental Indenture No. 2 or in the Debentures issued hereunder should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected, impaired, prejudiced or disturbed thereby. SECTION 3.04. Whenever in this Supplemental Indenture No. 2 either of the parties hereto is named or referred to, this shall be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Supplemental Indenture No. 2 contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. SECTION 3.05. (a) This Supplemental Indenture No. 2 may be simultaneously executed in several counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument. (b) The descriptive headings of the several Articles of this Supplemental Indenture No. 2 were formulated, used and inserted in this Supplemental Indenture No. 2 for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. IN WITNESS WHEREOF, McDONALD'S CORPORATION has caused this Supplemental Indenture No. 2 to be signed, acknowledged and delivered by its President, Executive Vice President and Chief Financial Officer or Senior Vice President and Treasurer and its corporate seal to be affixed hereunto and the same to be attested by its Secretary or Assistant Secretary, and FIRST UNION NATIONAL BANK, as Trustee, has caused this Supplemental Indenture No. 2 to be signed, acknowledged and delivered by one of its Vice Presidents, and its seal to be affixed hereunto and the same to be attested by one of its Authorized Officers, all as of the day and year first written above. McDONALD'S CORPORATION [CORPORATE SEAL] By: /s/ Carleton Day Pearl -------------------------------------------- Senior Vice President and Treasurer Attest: /s/ Gloria Santona -------------------------------------------- Secretary FIRST UNION NATIONAL BANK, as Trustee [CORPORATE SEAL] By: /s/ John H. Clapham --------------------------------- Vice President Attest: /s/ Terence C. McPoyle ----------------------------- Authorized Officer STATE OF ILLINOIS SS: COUNTY OF DuPAGE On the 14th day of January, in the year one thousand nine hundred ninety seven, before me appeared Carleton D. Pearl to me personally known, who being by me duly sworn, did say that he resides at McDonald's Corporation, that he is Senior Vice President and Treasurer of McDONALD'S CORPORATION, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. /s/ Mary Velazquez --------------------------------- Notary Public COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF PHILADELPHIA On the 14th day of January, in the year one thousand nine hundred ninety seven, before me appeared John H. Clapham to me personally known, who, being by me duly sworn, did say that he resides at 1052 Signal Hill, Berwyn, that he is Vice President of FIRST UNION NATIONAL BANK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal, that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. /s/ Aida B. Dales ---------------------------------- Notary Public EX-4 3 SPECIMEN DEBENTURE EXHIBIT 4(b) THIS DEBENTURE IS A REGISTERED GLOBAL DEBENTURE AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGE IN WHOLE OR IN PART FOR DEBENTURES IN DEFINITIVE REGISTERED FORM, THIS REGISTERED GLOBAL DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. REGISTERED McDonalds Corporation REGISTERED Number 7 1/2% SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE 2037 RU $150,000,000 SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 580 135 887 McDonalds Corporation, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the ``Company,'' which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of One Hundred Fifty Million Dollars ($150,000,000) on January 2, 2037 and to pay interest thereon to the registered Holder hereof from January 14, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on March 31, June 30, September 30 and December 31 in each year, commencing March 31, 1997, with a final interest payment on January 2, 2037, at the rate of 7 1/2% per annum until the principal hereof is paid or such payment is duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Debenture is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15, June 15, September 15 or December 15 (whether or not a business day) next preceding an Interest Payment Date. Interest payable on redemption or maturity will be payable to the person to whom the principal is paid. Payment of the principal of and interest on this Debenture will be made at the designated office or agency of the Company maintained for such purpose in the City of New York, New York, and the City of Charlotte, North Carolina, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts or, at the option of the Company, interest so payable may be paid by check to the order of said Holder mailed to said Holders address appearing on the Debenture register or by wire transfer payable to an account specified by said Holder. Any interest not so punctually paid or duly provided for shall be payable as provided in the Indenture. Reference is hereby made to the further provisions of this Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth in this place. Unless the Certificate of Authentication hereon has been executed by the Trustee referred to on the reverse hereof (or by an Authenticating Agent, as provided in the Indenture) by manual signature, this Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. In Witness Whereof, McDonalds Corporation has caused this Instrument to be signed in its corporate name by the Chairman of the Board or its President or one of its Vice Presidents manually or in facsimile and a facsimile of its corporate seal to be imprinted hereon and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. Dated: January 14, 1997 TRUSTEES CERTIFICATE OF AUTHENTICATION This is one of the Debt Securities of the series designated herein provided for in the withinmentioned Indenture. FIRST UNION NATIONAL BANK as Trustee By: /s/ Terence C. McPoyle ----------------------------- Authorized Officer Attest: /s/ Gloria Santona ------------------------ Secretary McDONALDS CORPORATION By: /s/ Carleton Day Pearl ----------------------------- Senior Vice President and Treasurer McDONALDS CORPORATION 7 1/2% Subordinated Deferrable Interest Debenture due 2037 Indenture. This Debenture is one of a duly authorized issue of Debt Securities of the Company designated as its 7 1/2% Subordinated Deferrable Interest Debentures due 2037 (herein called the ``Debentures''), limited in aggregate principal amount to $150,000,000, issued and to be issued under a Subordinated Debt Securities Indenture, dated as of October 18, 1996 (herein called the ``Indenture'') between the Company and First Union National Bank, as Trustee (herein called the ``Trustee,'' which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Debentures and of the terms upon which the Debentures are, and are to be, authenticated and delivered. The Debt Securities may be issued in one or more series, which different series may be issued in various currencies, various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. Interest. The Company promises to pay interest on said principal sum from January 14, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on March 31, June 30, September 30 and December 31 in each year commencing March 31, 1997, with a final interest payment on January 2, 2037, at the rate of 7 1/2% per annum until maturity or earlier redemption. If any date on which interest is payable on this Debenture is not a business day, the payment of interest due on such date may be made on the next succeeding business day (and without any interest or other payment in respect of such delay). The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than interest payable on redemption or maturity) will, as provided in such Indenture, be paid to the Person in whose name this Debenture (or one or more predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15, June 15, September 15 or December 15 (whether or not a business day), as the case may be, next preceding such Interest Payment Date. Interest payable on redemption or maturity will be payable to the Person to whom the principal is paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more predecessor Debt Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Extension of Interest Payment Period. Notwithstanding anything contained in the Indenture to the contrary, the Company shall have the right upon prior notice as provided in the last sentence of this paragraph at any time during the term of the Debentures prior to an Interest Payment Date, so long as the Company is not in default in the payment of interest on the Debentures, to extend the interest payment period for an Extension Period (as defined below). Except as provided in the next succeeding sentence, no interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the Holders of record on the Regular Record Date for such Interest Payment Date (regardless of who the Holders of record may have been on other dates during the Extension Period) all interest then accrued but unpaid on the Debentures, together with interest thereon, compounded quarterly, at the rate of 7 1/2% per annum, to the extent permitted by law; provided that during any such Extension Period, the Company shall not declare or pay any dividend on (except for dividends or distributions in shares of its capital stock or rights to acquire shares of its capital stock), or repurchase, redeem or otherwise acquire any of its capital stock (except by conversion into or exchange for shares of its capital stock or for redemption, purchase or other acquisition of shares of its capital stock made for the purpose of any employee incentive plan or benefit plan of the Company or any of its affiliates). Prior to the termination of any Extension Period, the Company may (a) on any Interest Payment Date pay all or any portion of the interest accrued on the Debentures as provided on the face hereof to Holders of record on the Regular Record Date for such Interest Payment Date or (b) from time to time further extend the interest payment period as provided in the last sentence of this paragraph, provided that any such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 consecutive quarterly interest payment periods from the last date to which interest on the Debentures was paid in full. If the Company shall elect to pay all of the interest accrued on the Debentures on an Interest Payment Date during an Extension Period, such Extension Period shall automatically terminate on such Interest Payment Date. Upon the termination of any Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the above requirements. The Company shall cause the Trustee to give prior notice, by public announcement given in accordance with New York Stock Exchange rules (or the rules of any other applicable self-regulatory organization) and by mail to all such holders, of (x) the Company's election to initiate an Extension Period and the duration thereof, (y) the Company's election to extend any Extension Period beyond the Interest Payment Date on which such Extension Period is then scheduled to terminate, and the duration of such extension, and (z) the Company's election to make a full or partial payment of interest accrued on the Debentures of any Interest Payment Date during any Extension Period and the amount of such payment. In no event shall notice be given less than five Business Days prior to the March 15, June 15, September 15 or December 15 next preceding the applicable Interest Payment Date. The term ``Extension Period'' means the period from and including the Interest Payment Date next following the date of any notice of extension of the interest payment period on the Debentures given pursuant to the last sentence of the preceding paragraph (or, in the case of any further extension of the interest payment period pursuant to the third sentence of the preceding paragraph before the payment in full of all accrued but unpaid interest on the Debentures, the Interest Payment Date to which interest was paid in full) to but excluding the Interest Payment Date to which payment of interest on the Debentures is so extended, after giving affect to any further extensions of the interest payment period on the Debentures pursuant to the third sentence of the preceding paragraph; provided that no Extension Period shall exceed 20 consecutive quarterly interest payment periods from the last date to which interest on the Debentures was paid in full; and provided, further, that any Extension Period shall end on an Interest Payment Date. Notwithstanding the foregoing, in no event shall any Extension Period exceed January 2, 2037. Method of Payment. Payment of the principal of and interest on this Debenture will be made at the office or agency of the Company in the City of New York, New York and Charlotte, North Carolina, or at any other office or agency maintained by the Company for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Debenture register or by wire transfer payable to an account specified by such Person. Paying Agent and Debt Security Registrar. Initially, the Trustee will act as Debt Security registrar through its office at 123 South Broad Street, Philadelphia, Pennsylvania 19109, and the Company has appointed the Trustee to act as Paying Agent through its office or agency in New York, New York, and Charlotte, North Carolina. Redemption. The Debentures may be redeemed, at the option of the Company, in whole or in part (in denominations of $25 or integral multiples thereof), on any date on or after December 31, 2001, or at any time upon the occurrence of a Tax Event, upon not less than 30 nor more than 60 days notice mailed to the registered Holder thereof at a Redemption Price of 100% of the principal amount, together with accrued but unpaid interest to the Redemption Date; provided, however, that installments of interest whose Interest Payment Date is on or prior to the Redemption Date will be payable to the Holders of such Debentures of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture. The term ``Tax Event'' means that the Company shall have received an opinion of independent tax counsel (a ``Tax Opinion'') to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (b) any amendment to or change in an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination on or after January 9, 1997), in either case after January 9, 1997, there is more than an insubstantial risk that interest payable on the Debentures would not be deductible, in whole or in part, by the Company for United States federal income tax purposes. In the event of redemption of this Debenture in part only, a new Debenture or Debentures for the unredeemed portion thereof will be issued in the name of the Holder thereof upon the cancellation hereof. Subordination. The Company and each Holder, by acceptance hereof, agree that the payment of the principal of and interest on the Debentures is subordinated, to the extent and in the manner provided in the Indenture, to the prior payment in full of all Senior Indebtedness, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting the same, authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate in the discretion of the Trustee to effectuate the subordination so provided and appoints the Trustee his attorney-in-fact for such purpose. Indebtedness. The Company and, by its acceptance of this Debenture or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Debenture agree that for United States federal, state and local tax purposes it is intended that this Debenture constitute indebtedness. Defaults and Remedies. If an Event of Default shall occur and be continuing, the principal of all the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture. Amendments and Waivers. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than 66- 2/3% in aggregate principal amount of each series of Debt Securities at the time outstanding (as defined in the Indenture) to be affected (each series voting as a class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Debt Securities of all such series; provided, however, that no such supplemental indenture shall, among other things, (i) extend the fixed maturity of any Debt Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount or premium, if any, thereon or make the principal thereof, or premium, if any, or interest, if any, thereon payable in any coin or currency other than that hereinabove provided, without the consent of the Holder of each Debt Security so affected or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon acceleration of maturity thereof, or (ii) reduce the aforesaid percentage of Debt Securities the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each Debt Security so affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Debentures at the time Outstanding, as defined in the Indenture, on behalf of the Holders of all the Debentures, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Debenture or upon any Debenture issued upon the transfer hereof or in exchange therefor or in lieu hereof. Obligation Absolute. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the times, place and rate, and in the coin or currency, herein prescribed. Denominations. The Debentures are issuable only in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of Debentures of a different authorized denomination, as requested by the Holder surrendering the same and upon surrender of the Debenture for registration of transfer at the office or agency of the Company in New York, New York, or Charlotte, North Carolina, the Company will execute, and the Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures, of authorized denominations and of a like aggregate principal amount and tenor. Every Debenture surrendered for registration of transfer or exchange will, if required by the Company, the Debt Security registrar or the Trustee, be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Debt Security registrar and the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Persons Deemed Owners. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered in the Debt Security register as the owner hereof for all purposes, whether or not this Debenture is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No Recourse Against Others. No recourse for the payment of the principal of or interest on this Debenture, or for any claim based hereon or on the Indenture and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Debenture, or because of the creation of any indebtedness represented hereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. Governing Law. This Debenture will be governed by and construed and enforced in accordance with, the internal laws of the State of Illinois. Terms. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The following abbreviations, when used in the inscription on the face of this Debenture, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship UNIF GIFT MIN ACT - Custodian ----------------- ----------------- (Cust) (Minor) under Uniform Gifts to Minors Act ---------------- (State) Additional abbreviations may also be used though not in the above list. ------------------------------------------------------------------------- FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE ------------------------------------------------------------------------- ------------------------------------------------------------------------- the within Instrument of McDONALD'S CORPORATION and hereby does irrevocably constitute and appoint ---------------------------------------------------------------- Attorney to transfer the said Instrument on the books of the within-named Company, with full power of substitution in the premises. Dated: ---------------------------- ---------------------------- NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Instrument in every particular, without alteration or enlargement or any change whatever. -----END PRIVACY-ENHANCED MESSAGE-----