As filed with the Securities and Exchange Commission on July 22, 2002
Registration Statement No. 333-92212
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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McDONALD'S CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2361282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
One McDonald's Plaza Oak Brook, Illinois 60523 (630) 623-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Gloria Santona
Senior Vice President,
General Counsel and Secretary
McDonald's Corporation
One McDonald's Plaza
Oak Brook, Illinois 60523
(630) 623-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Edward F. Petrosky
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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EXPLANATORY NOTE
The purpose of this Pre-Effective Amendment No. 2 is solely to update the
signature page at the end of Part II, as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses in connection with the issuance
and distribution of the debt securities being registered. All the amounts are
estimated, except the Securities and Exchange Commission registration fee.
Securities and Exchange Commission registration fee $181,700
Fees and expenses of accountants................... 60,000
Fees and expenses of counsel....................... 150,000
Fees and expenses of Trustee and agents............ 40,000
Printing and engraving expenses.................... 50,000
Rating agency fees................................. 75,000
Miscellaneous...................................... 20,000
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Total........................................... $576,700
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Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "GCL") provides for
indemnification of directors and officers against any legal liability (other
than liability arising from 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 unless the director or officer is found liable to
the corporation (in which case a court may permit indemnity for such director
or officer to the extent it deems proper).
Article V of our By-Laws provides that we shall indemnify and hold harmless
each director and officer to the fullest extent permitted under the GCL,
provided that the person seeking indemnification has met the applicable
standard of conduct set forth in the By-Laws. 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.
The By-Laws further provide that we may maintain insurance at our expense to
protect any director or officer against any expenses, liabilities or losses,
whether or not we would have the power to indemnify such director or officer
against such expenses, liabilities or losses under the GCL. Pursuant to this
provision, we maintain insurance against any liability incurred by our
directors and officers in defense of any action in which they are made parties
by reason of their positions as directors and officers.
II-1
Item 16. List of Exhibits.
1(a) Form of Underwriting Agreement.***
(b) Form of Distribution Agreement.***
4(a) Form of Senior Debt Securities Indenture between McDonald's Corporation and Wachovia Bank,
National Association, as Trustee (including form of Senior Debt Security).*
(b) Form of Subordinated Debt Securities Indenture between McDonald's Corporation and Wachovia Bank,
National Association, as Trustee (including form of Subordinated Debt Security).*
(c) Form of Supplemental Indenture No. 7 between McDonald's Corporation and Wachovia Bank, National
Association, as Trustee.***
(d) Form of Series H Fixed Rate Registered Note.***
(e) Form of Series H Floating Rate Registered Note.***
5 Opinion and consent of Gloria Santona, Senior Vice President, General Counsel and Secretary of the
Company.***
12 Statement re computation of ratios of earnings to fixed charges.**
23(a) Consent of Ernst & Young LLP, independent auditors.****
23(b) Consent of Gloria Santona, Senior Vice President, General Counsel and Secretary of the Company is
included in Exhibit 5.
24 Powers of Attorney (set forth on page II-4 of this Registration Statement).***
25 Statement of Eligibility and Qualification on Form T-1 of Wachovia Bank, National Association, as
Trustee.***
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* Exhibits 4(a) and 4(b) were previously filed as Exhibits 4(a) and 4(b) of
the Company's Registration Statement on Form S-3 (File No. 333-14141) as
filed October 15, 1996 and are incorporated by reference herein.
** Exhibit 12 above was previously filed as Exhibit 12 of the Company's Annual
Report on Form 10-K, dated December 31, 2001, and is incorporated herein by
reference.
*** Exhibits 1(a), 1(b), 4(c), 4(d), 4(e), 5, 24 and 25 were previously filed
as Exhibits to the Company's Registration Statement on Form S-3 (File No.
333-92212), as filed on July 10, 2002, and are incorporated by reference
herein.
****Exhibit 23(a) was previously filed as Exhibit 23(a) to the Company's
Registration Statement on Form S-3 (File No. 333-92212), as filed
on July 18, 2002, and is incorporated by reference herein.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a) 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 this 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 this 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 end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) of
the Securities Act of 1933 if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above 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 Securities and Exchange 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.
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(b) 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.
(c) 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.
(d) 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 that
is incorporated by reference in this 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.
(e) That, 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 provisions referred to
in Item 15 of this Registration Statement, 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 Securities
Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURE
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-3, and has duly caused this amendment to the
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
22nd day of July, 2002.
MCDONALD'S CORPORATION
/S/ GLORIA SANTONA
By_________________________________
Gloria Santona Attorney-in-fact
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EXHIBIT INDEX
Exhibit No.
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1(a) Form of Underwriting Agreement.***
(b) Form of Distribution Agreement.***
4(a) Form of Senior Debt Securities Indenture between McDonald's Corporation and Wachovia Bank,
National Association, as Trustee (including form of Senior Debt Security).*
(b) Form of Subordinated Debt Securities Indenture between McDonald's Corporation and
Wachovia Bank, National Association, as Trustee (including form of Subordinated Debt
Security).*
(c) Form of Supplemental Indenture No. 7 between McDonald's Corporation and Wachovia Bank,
National Association, as Trustee.***
(d) Form of Series H Fixed Rate Registered Note.***
(e) Form of Series H Floating Rate Registered Note.***
5 Opinion and consent of Gloria Santona, Senior Vice President, General Counsel and Secretary of
the Company.***
12 Statement re computation of ratios of earnings to fixed charges.**
23(a) Consent of Ernst & Young LLP, independent auditors.****
23(b) Consent of Gloria Santona, Senior Vice President, General Counsel and Secretary of the
Company is included in Exhibit 5.
24 Powers of Attorney (set forth on page II-4 of this Registration Statement).***
25 Statement of Eligibility and Qualification on Form T-1 of Wachovia Bank, National Association,
as Trustee.***
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* Exhibits 4(a) and 4(b) were previously filed as Exhibits 4(a) and 4(b) of
the Company's Registration Statement on Form S-3 (File No. 333-14141) as
filed October 15, 1996, and are incorporated by reference herein.
** Exhibit 12 above was previously filed as Exhibit 12 of the Company's Annual
Report on Form 10-K, dated December 31, 2001, and is incorporated herein by
reference.
*** Exhibits 1(a), 1(b), 4(c), 4(d), 4(e), 5, 24 and 25 were previously filed
as Exhibits to the Company's Registration Statement on Form S-3 (File No.
333-92212), as filed on July 10, 2002, and are incorporated by reference
herein.
****Exhibit 23(a) was previously filed as Exhibit 23(a) to the Company's
Registration Statement on Form S-3 (File No. 333-92212), as filed
on July 18, 2002, and is incorporated by reference herein.